As filed with the Securities and Exchange Commission on July 18, 1996
                                             Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                          GLASGAL COMMUNICATIONS, INC.

         DELAWARE                                         94-2914253
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

         151 VETERANS DRIVE
         NORTHVALE, NEW JERSEY                               07647
(Address of principal executive offices)                   (Zip Code)

                             ----------------------
                             1990 STOCK OPTION PLAN
                            (Full Title of the Plan)
                             ----------------------

                                   ISAAC GAON
                             CHIEF EXECUTIVE OFFICER
                          GLASGAL COMMUNICATIONS, INC.
                               151 VETERANS DRIVE
                           NORTHVALE, NEW JERSEY 07647
                     (Name and Address of agent for service)

                                 (201) 768-8082
          (Telephone number, including area code, of agent for service)
                             ----------------------
                                 WITH A COPY TO:
                            ROBERT H. FRIEDMAN, ESQ.
                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200
                             ----------------------
            Approximate date of proposed sales pursuant to the plan:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                           Proposed                  Proposed
       Title of                                             maximum                   maximum
      securities                  Amount                   offering                  aggregate                 Amount of
        to be                     to be                      price                   offering                registration
      registered                registered                 per share                   price                      fee
- --------------------------------------------------------------------------------------------------------------------------------
<C>                           <C>                           <C>                    <C>                       <C>
Common Stock
par value,
$.001 per                     703,501 shares                 $2.99                 $2,103,467.99
share                           (1)(2)(3)                  (1)(2)(3)                 (1)(2)(3)                 $725.33
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock
par value,
$.001 per                        676,499                     $7.00                 $4,735,493.00
share                          shares(2)(4)                 (2)(4)                    (2)(4)                 $1,632.93
- --------------------------------------------------------------------------------------------------------------------------------
Total
Registration
Fee                      ....................................................................................$2,358.26
================================================================================================================================
</TABLE>
(1)      The contents of Registration Statement on Form S-8 (No. 33-60916)
         relating to 600,000 shares of Sellectek Incorporated, the Company's
         predecessor in interest (which equates to 120,000 shares of the
         Company's Common Stock after taking into effect a 5 for 1 reverse stock
         split) issuable upon the exercise of stock options granted or to be
         granted pursuant to the 1990 Stock Option Plan (the "1990 Plan") is
         incorporated by reference herein.
(2)      Pursuant to Rule 416, there are also registered hereby such
         indeterminate number of shares of Common Stock as may become issuable
         by reason of the operation of the anti-dilution provisions of the 1990
         Plan.
(3)      Includes 703,501 shares with respect to which options were granted
         under the 1990 Plan at an average exercise price of $2.99 per share.

<PAGE>
(4)      Represents an additional 676,499 shares available for grant under the
         1990 Plan at prices not presently determined.  Pursuant to Rule 457(g)
         and (h), the offering price for the 676,499 shares which may be issued
         under the 1990 Plan is estimated solely for the purpose of determining
         the registration fee and is based on the average of the high and low
         sale prices of the Company's Common Stock as reported by The Nasdaq
         SmallCap Market on July 16, 1996.
================================================================================

                                       -2-

<PAGE>
PROSPECTUS
                                1,407,577 SHARES

                          GLASGAL COMMUNICATIONS, INC.
                          Common Stock, $.001 par value

         This Prospectus relates to the reoffer and resale by certain selling
stockholders (the "Selling Stockholders") of shares (the "Shares") of Common
Stock, $.001 par value (the "Common Stock") of Glasgal Communications, Inc. (the
"Company") (i) that may be issued by the Company to the Selling Stockholders
upon the exercise of outstanding stock options granted pursuant to the Company's
1990 Stock Option Plan (the "1990 Plan") and (ii) previously acquired upon the
exercise of stock options, all of which Shares are "restricted securities" as
defined in Rule 144(a)(3) of the Securities Act. This Prospectus also relates to
the reoffer and resale of Shares to be acquired upon exercise of stock options
that may be granted to individuals who may be deemed to be "affiliates" of the
Company (collectively, the "Future Selling Stockholders") upon the exercise of
outstanding stock options to be granted under the 1990 Plan. If and when such
options are granted to the Future Selling Stockholders, the Company intends to
distribute a Prospectus Supplement as required by Rule 424(b) of the Securities
Act of 1933, as amended (the "Securities Act"). Such Prospectus Supplement will
specify the names of the Future Selling Stockholders and the amount of Shares to
be reoffered and resold by them.

         The offer and sale of the Shares to the Selling Stockholders and Future
Selling Stockholders were previously registered under the Securities Act. The
Shares are being reoffered and may be resold for the account of the Selling
Stockholders, the Future Selling Stockholders and the Company will not receive
any of the proceeds from the resale of the Shares.

         The Selling Stockholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions on
The Boston Stock Exchange ("BSE"), the Nasdaq SmallCap Market ("Nasdaq"), in
negotiated transactions or otherwise at market prices prevailing at the time of
the sale or at prices otherwise negotiated. See "Plan of Distribution." The
Company will bear all expenses in connection with the preparation of this
Prospectus.

            AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES
              A HIGH DEGREE OF RISK. SEE "RISK FACTORS" AT PAGE 7.

         The Common Stock of the Company is traded on the Nasdaq SmallCap Market
("Nasdaq") under the symbol "GLAS". On July 16, 1996 the closing bid price for
the Common Stock on Nasdaq, was $6-3/4.

                   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 July ___, 1996.

<PAGE>
                                TABLE OF CONTENTS

                                                                       PAGE


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

RISK FACTORS.............................................................4

THE COMPANY..............................................................8

RECENT DEVELOPMENTS.....................................................10

USE OF PROCEEDS.........................................................10

SELLING STOCKHOLDERS....................................................10

PLAN OF DISTRIBUTION....................................................11

LEGAL MATTERS...........................................................12

EXPERTS.................................................................12

CHANGE OF ACCOUNTANTS...................................................13

AVAILABLE INFORMATION...................................................13

                                       -2-

<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1995, as amended, the Company's Quarterly Reports on Form 10-Q for the
quarters ended July 31, 1995, October 31, 1995 and January 31, 1996 and the
Company's Current Report on Form 8-K dated October 30, 1995 are hereby
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents.

         The Company's Application for Registration of its Common Stock under
Section 12(b) of the Exchange Act filed on May 2, 1996, is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.

         The description of the Common Stock in the Company's Registration
Statement on Form 8-A filed on April 24, 1996 is incorporated by reference in
this Prospectus and shall be deemed to be a part hereof.

         The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to Glasgal Communications, Inc., 151 Veterans Drive, Northvale, New
Jersey 07647, Attention: James Caci. Oral requests should be directed to such
officer (telephone number (201) 768-8082).

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


         No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Stockholder. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.

                                       -3-

<PAGE>
                                  RISK FACTORS

         THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
EACH PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING
RISK FACTORS INHERENT IN, AND AFFECTING THE BUSINESS OF, THE
COMPANY BEFORE MAKING AN INVESTMENT DECISION.

         WORKING CAPITAL DEFICIENCIES; HISTORY OF LOSSES. The Company has a
history of limited working capital and had working capital deficiencies in the
years ended December 31, 1992 and 1993, the four months ended April 30, 1994 and
the fiscal year ended April 30, 1995 of $1,953,000, $1,648,000, $1,967,000 and
$3,756,000, respectively. In addition, although the Company had net income of
$43,000 for the year ended December 31, 1992, it incurred net losses of
$147,000, $2,145,000 and $1,643,000 for the year ended December 31, 1993, the
four months ended April 30, 1994 and the fiscal year ended April 30, 1995. There
can be no assurance that the Company will generate sufficient revenues to meet
expenses or to operate profitably in the future.

         REVOLVING CREDIT FACILITY; PAST DEFAULTS UNDER REVOLVING CREDIT
FACILITY. The Company's revolving credit facility expired on May 31, 1996. The
Company has extended this facility through August 31, 1996. There can be no
assurance that the Company will be able to further extend its revolving credit
agreement or refinance the amount outstanding under such agreement. If the
Company is unable to extend its revolving credit agreement or refinance the
amount outstanding under such agreement or if the bank accelerates the amount
due thereunder, the Company's business will be materially adversely affected.
The Company has in the past been in violation of certain of the financial
covenants contained in the revolving credit facility. At May 31, 1996,
$2,495,000 was outstanding under such agreement.

         DEPENDENCE ON KEY PERSONNEL. The Company's future success depends in
large part on the continued service of its key personnel. In particular, the
loss of the services of Isaac Gaon, Chief Executive Officer, Robert Gadd, Vice
President Federal and Enterprise Systems, David Tobey, President of
Computer-Aided Software Integration, Inc. ("CASI") of which the Company owns 80%
of the issued and outstanding shares or Maurice Kulik, President of Signatel
Ltd., the Company's wholly-owned Canadian subsidiary, could have a material
adverse effect on the operations of the Company. The Company has key-man life
insurance on the lives of each of Messrs. Gaon and Gadd in the amount of
$1,000,000, respectively, with the Company named as the sole beneficiary. The
Company has an employment agreement with Mr. Gaon which expires on December 31,
1996 and which may be terminated by Mr. Gaon upon six months prior written
notice to the Company. The Company has an employment agreement with Mr. Tobey
which expires on April 30, 2001, which may be terminated by the Company for
cause or by Mr. Tobey for good reason. The

                                       -4-

<PAGE>
Company has an employment agreement with Mr. Gadd which expires on December 31,
1996 and which may be terminated by Mr. Gadd upon six months prior written
notice to the Company. The Company has an employment agreement with Mr. Kulik
which may be terminated by Mr. Kulik upon six months' notice and which may be
terminated by the Company for cause without notice. The Company's future success
and growth also depends on its ability to continue to attract, motivate and
retain highly qualified employees, including those with the technical expertise
necessary to operate the business of the Company. There can be no assurance that
the Company will be able to attract, motivate and retain such persons.

         COMPETITION. The Company competes with other companies involved in the
installation and servicing of local and wide area networks, the provision of
software tools to systems integrators and the distribution of data
communications equipment. These competitors include computer manufacturers,
software vendors, telephone companies and distribution companies. These markets
are highly competitive, and some companies with which the Company competes are
substantially larger and have significantly greater resources than the Company.
There can be no assurance that the Company will be able to compete successfully
in the future.

         EXPORT SALES; ADVERSE EFFECT OF INABILITY TO COLLECT ALL EXPORT
RECEIVABLES. For the year ended December 31, 1993, the four months ended April
30, 1994, the fiscal year ended April 30, 1995, and the nine months ended
January 31, 1996 the Company had export sales which were approximately 8.9%,
8.7%, 11.7% and 8.8%, respectively, of net sales. While the Company attempts to
obtain payment on export sales prior to shipment or to obtain letters of credit,
it is not always able to do so. The collection of receivables pertaining to
export sales is generally more difficult than the collection of receivables
arising from domestic sales. There can be no assurance that the Company will be
successful in its efforts to collect all of such receivables. The inability of
the Company to collect all of such receivables could have an adverse effect on
the Company's cash flows and revenues. Of net accounts receivable at January 31,
1996, approximately $1,000,000 (18.0%) were attributable to export sales. In
addition, the Company's international business is subject to various risks
common to international activities, including political instability, economic
instability and recessions, the inherent difficulty of administering business
abroad and the need to comply with a wide variety of foreign import and U.S.
export laws, tariffs and other regulatory requirements. The Company's
competitiveness in overseas markets generally may be negatively impacted when
there is a significant increase in the value of the dollar against European
currencies or the currencies of other countries where the Company does business.
The Company also expects to continue to face

                                       -5-

<PAGE>
heightened competition from manufacturers and distributors in the
European market.

         CONTROL BY PRINCIPAL SHAREHOLDER. Ralph Glasgal, the Chairman of the
Board and President of the Company, through his beneficial ownership and through
a voting agreement with Direct Connect International Inc. ("DCI") has the power
to vote approximately 35% of the Common Stock. DCI has pledged 2,000,000 of the
shares of Common Stock it owns in the Company as collateral for a loan. If the
pledgee were to become the owner of such shares, Mr. Glasgal would no longer
have the power to vote such shares.

         EXTENDED LEAD TIMES FOR REALIZATION OF REVENUE. Due to the nature and
size of orders that the Company is now pursuing there is a longer lead time
between the initiation of prospective business and the consummation of a
transaction, if any. Consequently, significantly more resources are required to
manage this process. As such, there is likely to be substantial fluctuations in
sales volume on a month-to-month and quarter-to- quarter basis. The pursuit of
this type of business increases the Company's risk of failure, especially given
its present level of working capital. As a result, if the Company experiences
lower than expected sales volume for an extended period of time, there will be a
material adverse effect on the Company.

         UNCERTAINTY OF REVENUES FROM RECENT CONTRACT. While the Company
recently entered into a contract with Telos Corporation ("Telos") to act as a
subcontractor under Telos' contract with the Immigration and Naturalization
Service (the "INS"), the contract is an "open" contract, which may be cancelled
by the INS at any time without penalty. While the Company has made sales of
approximately $6,437,000 under this contract as of January 31, 1996, there can
be no assurance that any future sales will result or that any such sales will
result in profits for the Company. In addition, due to the United States
government budget impasse, sales to date under this contract have been lower
than expected. No assurance can be given as to when the budget impasse will be
resolved.

         SHARES ELIGIBLE FOR FUTURE SALE. The sale, or availability for sale, of
substantial amounts of Common Stock in the public market pursuant to Rule 144 or
otherwise could adversely affect the market price of the Common Stock and could
impair the Company's ability to raise additional capital through the sale of its
equity securities.

         The Redeemable Warrants underlying the Units and the shares of Common
Stock underlying such Redeemable Warrants, upon exercise thereof, will be freely
tradeable without restriction under the Securities Act, except for any
Redeemable Warrants or shares of Common Stock purchased by an "affiliate" of the

                                       -6-

<PAGE>
Company, which will be subject to the resale limitations of Rule 144 under the
Securities Act. Also, an additional 950,000 Redeemable Warrants and the shares
of Common Stock underlying such Redeemable Warrants are registered under the
Securities Act. Holders of such Redeemable Warrants have agreed not to transfer
such Redeemable Warrants, or the underlying shares of Common Stock, prior to
March 21, 1997, without the prior written consent of the Joseph Stevens &
Company, L.P., the representative in the Company's Public Offering (the
"Representative"), and the Company.

         In addition, without the consent of the Representative, the Company has
agreed not to sell or offer for sale any of its securities prior to March 21,
1997, except pursuant to outstanding options and warrants and pursuant to the
Company's existing option plan and no option shall have an exercise price that
is less than the fair market value per share of Common Stock on the date of
grant.

         NO DIVIDENDS. The Company has not paid dividends on its Common Stock
since its inception, other than distributions made by the Predecessor to
shareholders of the Predecessor in amounts sufficient to reimburse the
Predecessor's shareholders for federal (and some state) income tax liabilities
arising from the Predecessor's former status as an "S" corporation. The Company
currently intends to retain earnings, if any, for use in the business and does
not anticipate paying any dividends to its shareholders in the foreseeable
future. Each of the Company's loan agreements with the Company's bank includes a
restriction on the payment of dividends.

         POSSIBLE ACQUISITIONS. It is currently anticipated that a portion of
the Company's future growth will result from acquisitions of other similar or
complementary businesses. In October 1994, the Company consummated the
acquisition of Signatel. On April 24, 1996, the Company acquired 80% of the
issued and outstanding capital stock of CASI, a provider of Software tools and
services to systems integrators and independent Software vendors. On June 17,
1996 the Company signed a letter of intent to acquire 100% of the common stock
of HH Communications, Inc. ("HH"), which resells computer networking equipment
and provides value-added services in connection with such equipment. The Company
has no other current plan or agreement to acquire any other business. There can
be no assurance that any other transaction will be consummated or that they will
result in increased levels of profit for the Company. In addition, there can be
no assurance that the Company will be able to integrate or manage successfully
other acquired businesses.

         CERTAIN ANTI-TAKEOVER CHARTER PROVISIONS. Shares of preferred stock may
be issued in the future by the Company

                                       -7-

<PAGE>
without further shareholder approval and upon such terms and conditions, and
having such rights, privileges and preferences, as the Board of Directors of the
Company may determine. The rights of the holders of the Company's Common Stock
will be subject to, and may be adversely affected by, the rights of the holders
of any preferred stock that may be issued in the future. The issuance of
preferred stock could have the effect of making it more difficult for a third
party to acquire, or of discouraging a third party from acquiring, a majority of
the outstanding voting stock of the Company. The Company does not have any
present plans to issue any shares of preferred stock.

                                   THE COMPANY

         In May 1994, Glasgal Communications, Inc., a New Jersey corporation
incorporated in 1975 (the "Predecessor") merged with and into Sellectek
Incorporated, a California corporation incorporated in 1983 ("Sellectek") (the
"Merger"). The surviving entity, Sellectek, changed its name to Glasgal
Communications, Inc. following the Merger and continued its existence under the
laws of the State of California. The Merger provided the Company with an
immediate infusion of approximately $750,000 in cash contributed by Sellectek
and created a publicly-traded vehicle to finance the future growth of the
Company's operations. Prior to the Merger, Sellectek was a publicly-traded
company whose common stock was listed on Nasdaq under the symbol ("SLTK")
without any on-going business operations. The Company's sole business is the
business of the Predecessor, and while Sellectek was the survivor of the Merger,
for accounting purposes, the Merger is treated as a reverse acquisition with the
Predecessor as the acquiror. On January 29, 1996, the Company reincorporated
into the State of Delaware. Glasgal Communications, Inc., a California
corporation, merged with and into Glasgal Communications, Inc., a Delaware
corporation, which corporation was incorporated in January 1996. As used in this
Prospectus, the term "Company" refers collectively to Glasgal Communications,
Inc., the Predecessor and Signatel Ltd. and Computer-Aided Software Integration,
Inc., its subsidiaries.

         The Company is an open systems integrator that designs, installs and
services local and wide area networks which incorporate a broad range of
computer hardware, networking systems and software products and provides
software tools and services which simplify the integration of systems. The
Company also distributes data communications equipment. Networks are used to
distribute information which can be in the form of data, voice, images, video
and facsimile to multiple users. A local area network ("LAN") allows for the
transmission and sharing of data within one location. A wide area network
("WAN") allows for the transmission and sharing of data among many locations.
The Company's strength as an open systems integrator lies in its WAN expertise,
as well as its capabilities in connecting disparate

                                       -8-

<PAGE>
computing systems thereby facilitating virtually seamless communication among
organizations. As an open systems integrator, the Company provides consulting
and design services, hardware, software, premises wiring, phone lines,
installation and after- sales service.

         Although the Company was founded in 1975 as a distributor of data
communications equipment and services, beginning in 1991 the Company began
redirecting its efforts to become an open systems integrator providing complete
computer network systems and integration services. The Company believes that the
integration service sales will account for an increasingly larger percentage of
the Company's sales in future periods.

           The Company is a single source supplier of equipment and telephone
line services from a variety of providers. The Company is an authorized reseller
of products for over 100 manufacturers and distributors, including Novell Inc.,
SCO Unix (Santa Cruz Operations, Inc.), Intel Corporation, Hewlett-Packard Co.,
Bay Networks, Inc., Sun Microsystems Computer Corporation, Micom Communications,
Inc., Microcom Inc., Cisco Systems Inc., RAD Data Communications, Inc. and
Racal-Datacom Inc. In addition, the Company resells telephone line services from
major companies, including LDDS WorldCom, Inc., Metropolitan Fiber Systems, Inc.
and Qwest Communications, Inc.

         The Company has 15 sales and service offices throughout the United
States and four offices in Canada. The Company's export sales amounted to
approximately 11.7% and 8.8% of net sales for the fiscal year ended April 30,
1995 and the nine months ended January 31, 1996, respectively. These sales are
for hardware only, which are sold to over fifty international agents around the
world.

         The Company's objective is to become one of the leading open systems
integrators providing complete enterprise networking solutions to national and
international organizations. To achieve its objective, the Company will continue
to supplement its core competency in data communications with its expertise in
all aspects of networking and connectivity.

         On October 28, 1994, the Company consummated the acquisition of all of
the voting capital stock of Signatel, a Canadian distributor of data
communications equipment and services for 875,000 shares of Common Stock. The
acquisition was accounted for as a pooling of interests.

         The Company's executive offices are located at 151 Veterans Drive,
Northvale, New Jersey 07647. The telephone number of the Company is (201)
768-8082.



                                       -9-

<PAGE>
                               RECENT DEVELOPMENTS

         On March 29, 1996, the Company consummated a financing (the "Private
Placement Offering") pursuant to which it issued 312,500 shares of Common Stock.
The net proceeds of approximately $1,211,562 were used to pay the cash portion
of the purchase price for Computer-Aided Software Integration, Inc. ("CASI")
($500,000) and to fund the working capital needs of CASI after its acquisition
by the Company.

         On April 24, 1996, the Company acquired 80% of the issued and
outstanding capital stock of CASI for a purchase price of $500,000 cash and
44,260 shares of the Company's Common Stock. CASI is a provider of software
tools and services to systems integrators independent software vendors, and
corporate information system departments which simplify the design,
installation, integration and support of information systems. These tools
utilize a proprietary Application Definition Language to load information system
configuration and messaging parameters into a common repository. This repository
is used by each tool comprising the Integrator's Workbench Product Series
("IWPS") to automate the administration of and information exchange among
heterogeneous system environments. CASI also provides services which assist
customers in using IWPS, or which use IWPS to distribute fully integrated
systems in support of customer contracts.

         On June 17, 1996, the Company signed a letter of intent to acquire 100%
of the Common Stock of HH in exchange for 1,500,000 shares of the Company's
Common Stock. HH resells computer networking equipment and provides value-added
services in connection with such equipment. The Company and HH are currently
negotiating the terms of a stock purchase agreement to commence the acquisition.

                                 USE OF PROCEEDS

         The Company will receive the exercise price of the options when
exercised by the holders thereof. Such proceeds will be used for working capital
and other general corporate purposes by the Company. The Company will not
receive any of the proceeds from the reoffer and resale of the Shares by the
Selling Stockholders and the Future Selling Stockholders.

                              SELLING STOCKHOLDERS

         This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Stockholders under the 1990 Plan.

         The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Stockholder at July 15, 1996, (ii) the number
of Shares of Common Stock to be

                                      -10-

<PAGE>

offered for resale by each Selling Stockholder and (iii) the number and
percentage of shares of Common Stock to be beneficially owned by each Selling
Stockholder after completion of the offering.

<TABLE>
<CAPTION>

                                                                                                    Number of shares of
                                                                                                       Common Stock/
                                                 Number of shares of            Number of          Percentage of Class to
                                                     Common Stock             Shares to be         be Beneficially Owned
                                                Beneficially Owned at          Offered for          After Completion of
                   Name                             July 15, 1996                Resale                 the Offering
- ----------------------------------------      ------------------------     -----------------     ------------------------
<S>                                                    <C>                       <C>                    <C>
Isaac Gaon (1).............................            619,778(2)                108,821(3)             583,504/3.9%

Robert F. Gadd (4).........................            398,366(5)                103,985(6)             363,704/2.4%

Ingemar Sjunnemark (7).....................            289,166(8)                 24,666(9)             280,944/1.9%

James Caci (10)............................            82,000(11)                43,528(12)              67,491/.6%
</TABLE>


(1)      Mr. Gaon is a has been the Chief Executive Officer of the Company since
         May 1992 and previously  served as the Chief  Financial  Officer of the
         Company from April 1992 until October 1994. Mr. Gaon is also a director
         of the Company.

(2)      Represents  options  exercisable  within  sixty (60) days from July 15,
         1996 to  purchase  (i)  495,245  shares of Common  Stock at an exercise
         price of $.005 per  share,  (ii)  60,000  shares of Common  Stock at an
         exercise  price of $1.25 per share,  and (iii) 64,533  shares of Common
         Stock at an exercise price of $2.775 per share.

(3)      Represents  options to purchase  108,821  shares of Common  Stock at an
         exercise  price  of  $2.775  per  share  pursuant  to  the  1990  Plan,
         exercisable  1/3 on July 17,  1996 and 1/3 on July 17,  1997 and 1/3 on
         July 17, 1998.

(4)      Mr. Gadd has been the Vice President of Federal and Enterprise  Systems
         of the Company since September 1992.

(5)      Represents  options  exercisable  within  sixty (60) days from July 15,
         1996 to  purchase  (i)  297,166  shares of Common  Stock at an exercise
         price of $.005 per  share,  (ii)  40,000  shares of Common  Stock at an
         exercise  price of $1.25 per share,  and (iii) 61,200  shares of Common
         Stock at an exercise price of $2.775 per shares.

(6)      Represents  options to purchase  103,985  shares of Common  Stock at an
         exercise  price  of  $2.775  per  share  pursuant  to  the  1990  Plan,
         exercisable  1/3 on July 17, 1996, 1/3 on July 17, 1997 and 1/3 on July
         17, 1998.

(7)      Mr. Sjunnemark has been the Vice President-Export  Sales of the Company
         since October 1988.

(8)      Includes options exercisable within sixty (60) days from July 15, 1996
         to purchase (i) 202,166  shares of Common Stock at an exercise price of
         $.005,  (ii)  10,000  shares of Common  Stock at an  exercise  price of
         $1.25, and (iii) 17,000 shares at an exercise price of $2.775.

(9)      Represents  options to  purchase  24,666  shares of Common  Stock at an
         exercise  price  of  $2.775  per  share  pursuant  to  the  1990  Plan,
         exercisable  1/3 on July 17, 1996, 1/3 on July 17, 1997 and 1/3 on July
         17, 1998.

(10)     Mr. Caci has been Chief Financial  Officer of the Company since October
         1994 and Secretary and Treasurer of the Company since June 1995.

(11)     Represents  options  exercisable  within  sixty (60) days from July 15,
         1996 to purchase (i) 52,000 shares of Common Stock at an exercise price
         of $1.25 and (ii) 30,000 shares of Common Stock at an exercise price of
         $2.775.

(12)     Represents  options to  purchase  43,528  shares of Common  Stock at an
         exercise  price  of  $2.775  per  share  pursuant  to  the  1990  Plan,
         exercisable  1/3 on July 17, 1996, 1/3 on July 17, 1997 and 1/3 on July
         17, 1998.


                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Stockholders and the Future Selling Stockholders from time to time in one or
more transactions on the BSE or Nasdaq,

                                      -11-

<PAGE>

either  directly  or  through  brokers  or agents,  or in  privately  negotiated
transactions.  The Selling  Stockholders  have advised the Company that they are
not parties to any agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         The legality of the Shares  offered  hereby will be passed upon for the
Company,  the Selling Stockholders and the Future Selling Stockholders by Olshan
Grundman Frome & Rosenzweig LLP, New York, New York. A member of Olshan Grundman
Frome & Rosenzweig LLP holds options to purchase  38,293 shares of Common Stock.
Robert H. Friedman,  a member of Olshan  Grundman  Frome & Rosenzweig  LLP, is a
director of the Company and holds  options to purchase  87,146  shares of Common
Stock.

                                     EXPERTS

         The  consolidated  financial  statements of the Company as of April 30,
1994 and 1995,  and for the years ended  December  31,  1992 and 1993,  the four
months ended April 30, 1994 and the year ended April 30,  1995,  included in the
Company's  Form 10-K for the fiscal year ended April 30,  1995,  as amended (the
"1995 10-K"),  which is incorporated  herein by reference,  have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
reports  with respect  thereto,  and are  included  herein in reliance  upon the
authority of said firm as experts in giving said reports.

         The  financial  statements of the  Company's  wholly-owned  subsidiary,
Signatel  Ltd.,  for the year ended  November 30, 1992 included in the Company's
Form 10-K for the fiscal year ended April 30, 1995, which is incorporated herein
by  reference,  have  been  audited  by  Mintz &  Partners,  independent  public
accountants, as indicated in their report with respect thereto, and are included
herein in  reliance  upon the  authority  of said firm as experts in giving said
reports.  Signatel Ltd.'s  financial  statements for the year ended November 30,
1993  included  in the  Company's  Form 10-K for the fiscal year ended April 30,
1995, which is incorporated herein by reference, have been audited by Deloitte &
Touche,  independent  public  accountants,  as  indicated  in their  report with
respect thereto,  and are included herein in reliance upon the authority of said
firm as experts in giving said reports.

         To the extent that a firm of independent  public accountants audits and
reports on the financial  statements of the Company issued at future dates,  and
consents to the use of their report thereon, such financial statements also will
be  incorporated  by  reference  herein in reliance  upon their  report and said
authority.


                                      -12-

<PAGE>
                              CHANGE OF ACCOUNTANTS

         In June 1994,  the Company  determined to change  accountants to Arthur
Andersen LLP. The Company's prior auditors,  KPMG Peat Marwick resigned.  On the
same date,  the  Company  engaged  Arthur  Andersen  LLP to audit its  financial
statements. The decision to change accountants was made with the approval of the
Company's Board of Directors.

         The Company believes, and has been advised by KPMG Peat Marwick that it
concurs in such belief, that, during the fiscal year ended December 31, 1993 and
subsequent  thereto,  the  Company  and  KPMG  Peat  Marwick  did not  have  any
disagreement  on any matter of accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure, which disagreement,  if not
resolved to the satisfaction of KPMG Peat Marwick,  would have caused it to make
reference in connection with its report on the Company's financial statements to
the subject matter of the disagreement.

         No report of KPMG Peat Marwick on the  Company's  financial  statements
for  either  of the past two  fiscal  years  contained  an  adverse  opinion,  a
disclaimer  or opinion or a  qualification  or was  modified as to  uncertainty,
audit scope or accounting principles.  During such fiscal periods, there were no
"reportable  events"  within the meaning of Item  304(a)(1)  of  Regulation  S-K
promulgated under the Securities Act.

                              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,  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 public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; or at certain of the regional offices of
the Commission located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661;  and Seven World Trade  Center,  Suite  1300,  New York,  New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549,
at  prescribed  rates.  In  addition,   reports,   Proxy  Statements  and  other
information  concerning  the  Company  (Symbol:  Glas) can be  inspected  at the
offices of the Nasdaq Stock Market, 1735 K Street, N.W.,  Washington D.C. 20006,
on which the Common Stock of the Company is listed.

         The Company has also filed with the Securities and Exchange  Commission
a  Registration  Statement on Form S-8 under the  Securities Act with respect to
the Shares offered hereby.  For further  information with respect to the Company
and the  securities  offered  hereby,  reference  is  made  to the  Registration
Statement.

                                      -13-

<PAGE>
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.

                                      -14-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a)  The  Company's  Annual Report on Form 10-K for the fiscal
         year ended April 30, 1995, as amended;

                  (b)  The  Company's  Quarterly  Reports  on Form  10-Q for the
         quarters ended July 31, 1995, October 31, 1995 and January 31, 1996;

                  (c)  The  Company's  Current  Report on Form 8-K dated October
         30, 1995;

                  (d)  The  description of the Company's  Common Stock contained
         in the Company's Registration Statement on Form 8-A filed May 2, 1996.


         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended,  after the effective date of this  registration  statement and prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company,  the Selling  Stockholders
and the Future Selling  Stockholders  by Olshan Grundman Frome & Rosenzweig LLP,
New York,  New York. A member of Olshan  Grundman  Frome & Rosenzweig  LLP holds
options to purchase 38,293 shares of Common Stock. Robert H. Friedman,  a member
of Olshan  Grundman  Frome &  Rosenzweig  LLP,  is a director of the Company and
holds options to purchase 63,146 shares of Common Stock.


                                      -15-

<PAGE>

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Article  6  of  the  Company's  By-laws  authorize  indemnification  of
directors and officers as follows:

         The corporation  shall, to the fullest extent  permitted by Section 145
of the General  Corporation Law of Delaware,  as that Section may be amended and
supplemented from time to time, indemnify any director, officer or trustee which
it shall  have  power to  indemnify  under the  Section  against  any  expenses,
liabilities  or other  matters  referred to in or covered by that  Section.  The
indemnification  provided for in this Article (i) shall not be deemed  exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote on stockholders or disinterested directors or otherwise,  both
as to action in their official  capacities and as to action in another  capacity
while holding such office,  (ii) shall continue as to a person who has ceased to
be a  director,  officer or trustee  and (iii) shall inure to the benefit of the
heirs,  executors  and  administrators  of  such  a  person.  The  corporation's
obligation to provide  indemnification under this Article shall be offset to the
extent  of any other  source  of  indemnification  or any  otherwise  applicable
insurance  coverage  under a policy  maintained by the  corporation or any other
person.

         Expenses incurred by a director of the Corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the  Corporation (or was serving at the  Corporation's  request as a
director or officer of another  corporation) shall 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 to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the General Corporation Law of
Delaware.

         To assure  indemnification  under this  Article of all such persons who
are  determined  by  the  corporation  or  otherwise  to  be  or  to  have  been
"fiduciaries"  of any employee  benefit plan of the corporation  which may exist
from time to time, such Section 145 shall, for the purposes of this Article,  be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee  benefit  plan,  including,   without  limitation,   any  plan  of  the
corporation  which  is  governed  by the  Act  of  Congress  entitled  "Employee
Retirement  Income  Security  Act of 1974," as  amended  from time to time;  the
corporation  shall be deemed  to have  requested  a person to serve an  employee
benefit  plan  where  the  performance  by  such  person  of his  duties  to the
corporation  also  imposes  duties on, or otherwise  involves  services by, such
person to the plan or participants or  beneficiaries  of the plan;  excise taxes
assessed on a person with respect to an employee  benefit plan  pursuant to such
Act of Congress shall be deemed "fines"; and action taken or

                                      -16-

<PAGE>
omitted by a person with respect to an employee  benefit plan in the performance
of such person's duties for a purpose  reasonably  believed by such person to be
in the  interest  of the  participants  and  beneficiaries  of the plan shall be
deemed to be for a purpose  which is not  opposed to the best  interests  of the
corporation.

         See Item 9(c)  below for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising under the Securities Act of 1933, as amended.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  (a) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or  investigative  (other  than an  action by or in the
         right of the  corporation)  by  reason  of the fact that he 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 in  connection  with such  action,  suit or
         proceeding  if he acted in good  faith  and in a manner  he  reasonably
         believed  to be in  or  not  opposed  to  the  best  interests  of  the
         corporation,  and, with respect to any criminal  action or  proceeding,
         had no  reasonable  cause to believe  his  conduct  was  unlawful.  The
         termination  of any action,  suit or  proceeding  by  judgment,  order,
         settlement,  conviction  or  upon  a plea  of  NOLO  CONTENDERE  or its
         equivalent,  shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably  believed
         to be in or not opposed to the best interests of the corporation,  and,
         with respect to any criminal action or proceeding, had reasonable cause
         to believe that his conduct was unlawful.

                  (b) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he 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)
         actually and reasonably  incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner he reasonably believed to be in or

                                      -17-

<PAGE>
         not opposed to the best interests of the corporation and except that no
         indemnification  shall 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 Court of Chancery or
         the court in which such action or suit was 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.

                  (c) 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 in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by a majority vote of the directors who
         are not parties to such action,  suit or  proceeding,  even though less
         than a  quorum,  or (2) if  there  are no  such  directors,  or if such
         directors so direct, by independent legal counsel in a written opinion,
         or (3) by the stockholders.

                  (e) Expenses  (including   attorneys'  fees)  incurred  by  an
         officer or director in defending any civil, criminal  administrative or
         investigative 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 shall  ultimately be determined that
         he is not entitled to be indemnified  by the  corporation as authorized
         in this section.  Such expenses (including attorneys' fees) incurred by
         other  employees  and  agents  may  be so  paid  upon  such  terms  and
         conditions, if any, as the board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw, agreement, vote of

                                      -18-

<PAGE>
         stockholders or disinterested directors or otherwise, both as to action
         in his  official  capacity and as to action in another  capacity  while
         holding such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who 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 any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h) For  purposes  of  this   section,   references   to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  (i) For  purposes  of  this  section,   references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,

                                      -19-

<PAGE>
         officer, employee or agent and shall inure to the benefit of the heirs,
         executors and administrators of such a person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees).

         The Company maintains a directors and officers insurance and company
reimbursement policy. The policy insures directors and officers against
unindemnified loss arising from certain wrongful acts in their capacities and
reimburses the Company for such loss for which the Company has lawfully
indemnified the directors and officers. The policy contains various exclusions,
none of which relate to the offering hereunder.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         4       -         The Company's 1990 Stock Option Plan, as amended to
                           date.

         5       -         Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -         Consent of Arthur Andersen LLP, independent public
                           accountants.

         23(b)   -         Consent of Deloitte & Touche, independent public
                           accountants.

         23(c)   -         Consent of Mintz & Partners, independent public
                           accountants.

         23(d)   -         Consent of Olshan Grundman Frome & Rosenzweig LLP,
                           included in Exhibit 5.

         24      -         Power of Attorney (included on signature page to
                           this Registration Statement).

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration Statement:

                                      -20-

<PAGE>

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

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

                           provided, however, that paragraphs (i) and (ii) above
                           do  not  apply  if  the  information  required  to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                  (2)      That,  for the purpose of  determining  any liability
                           under  the   Securities   Act  of  1933,   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; and

                  (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
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this 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.

                                      -21-

<PAGE>
         C.       Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by 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 of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

                                      -22-
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 Northvale,  State of New Jersey, on this 18th day of
July, 1996.

                                            GLASGAL COMMUNICATIONS, INC.
                                            (Registrant)

                                            /S/ ISAAC GAON
                                            ------------------------------------
                                            ISAAC GAON, CHIEF EXECUTIVE OFFICER


                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of Glasgal Communications,  Inc. hereby constitutes and appoints Ralph
Glasgal  and  Isaac  Gaon  and  each  of  them   singly,   as  true  and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him in his name in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the Securities  and Exchange  Commission and to prepare any and
all exhibits thereto, and other documents in connection  therewith,  and to make
any  applicable  state  securities  law or blue sky filings,  granting unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every act and thing  requisite  or  necessary  to be done to enable  Glasgal
Communications,  Inc. to comply with the  provisions  of the  Securities  Act of
1933,  as  amended,   and  all  requirements  of  the  Securities  and  Exchange
Commission,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

          SIGNATURE                       TITLE                       DATE


/S/ RALPH GLASGAL           Chairman of the Board and             July 18, 1996
- -----------------------     President
RALPH GLASGAL

/S/ ISAAC GAON              Chief Executive Officer and           July 18, 1996
- -----------------------     Director (principal executive
ISAAC GAON                  officer)


/S/ JOSEPH M. SALVANI       Director                              July 18, 1996
- -----------------------
JOSEPH M. SALVANI

/S/ ROBERT H. FRIEDMAN      Director                              July 18, 1996
- -----------------------
ROBERT H. FRIEDMAN

/S/ MAURICE KULIK           Director                              July 18, 1996
- -----------------------
MAURICE KULIK

/S/ THOMAS BERRY            Director                              July 18, 1996
- -----------------------
THOMAS BERRY

/S/ JAMES CACI              Chief Financial Officer               July 18, 1996
- ------------------------    (Principal Financial Officer
JAMES CACI                  and Principal Accounting
                            Officer)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 70219}]
{"company-data": {"conformed-name": "GLASGAL COMMUNICATIONS INC", "cik": "0000768119", "assigned-sic": "7373", "irs-number": "942914253", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08381", "film-number": "96596431"}, "business-address": {"street1": "151 VETERANS DR", "city": "PEGUANNOCK", "state": "NJ", "zip": "07440", "phone": "2017688082"}, "mail-address": {"street1": "151 VETERANS DR", "city": "NORTHVALE", "state": "NJ", "zip": "17647"}}
As filed with the Securities and Exchange Commission on July 18, 1996
                                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                          GLASGAL COMMUNICATIONS, INC.

         DELAWARE                                         94-2914253
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

         151 VETERANS DRIVE
         NORTHVALE, NEW JERSEY                               07647
(Address of principal executive offices)                   (Zip Code)

                             ----------------------
                             1990 STOCK OPTION PLAN
                            (Full Title of the Plan)
                             ----------------------

                                   ISAAC GAON
                             CHIEF EXECUTIVE OFFICER
                          GLASGAL COMMUNICATIONS, INC.
                               151 VETERANS DRIVE
                           NORTHVALE, NEW JERSEY 07647
                     (Name and Address of agent for service)

                                 (201) 768-8082
          (Telephone number, including area code, of agent for service)
                             ----------------------
                                 WITH A COPY TO:
                            ROBERT H. FRIEDMAN, ESQ.
                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200
                             ----------------------
            Approximate date of proposed sales pursuant to the plan:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                           Proposed                  Proposed
       Title of                                             maximum                   maximum
      securities                  Amount                   offering                  aggregate                 Amount of
        to be                     to be                      price                   offering                registration
      registered                registered                 per share                   price                      fee
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock
par value,
$.001 per                     703,501 shares                 $2.99                 $2,103,467.99
share                           (1)(2)(3)                  (1)(2)(3)                 (1)(2)(3)                 $725.33
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock
par value,
$.001 per                        676,499                     $7.00                 $4,735,493.00
share                          shares(2)(4)                 (2)(4)                    (2)(4)                 $1,632.93
- --------------------------------------------------------------------------------------------------------------------------------
Total
Registration
Fee                      ....................................................................................$2,358.26
================================================================================================================================
(1)      The contents of Registration Statement on Form S-8 (No. 33-60916)
         relating to 600,000 shares of Sellectek Incorporated, the Company's
         predecessor in interest (which equates to 120,000 shares of the
         Company's Common Stock after taking into effect a 5 for 1 reverse stock
         split) issuable upon the exercise of stock options granted or to be
         granted pursuant to the 1990 Stock Option Plan (the "1990 Plan") is
         incorporated by reference herein.
(2)      Pursuant to Rule 416, there are also registered hereby such
         indeterminate number of shares of Common Stock as may become issuable
         by reason of the operation of the anti-dilution provisions of the 1990
         Plan.
(3)      Includes 703,501 shares with respect to which options were granted
         under the 1990 Plan at an average exercise price of $2.99 per share.
(4)      Represents an additional 676,499 shares available for grant under the
         1990 Plan at prices not presently determined.  Pursuant to Rule 457(g)
         and (h), the offering price for the 676,499 shares which may be issued
         under the 1990 Plan is estimated solely for the purpose of determining
         the registration fee and is based on the average of the high and low
         sale prices of the Company's Common Stock as reported by The Nasdaq
         SmallCap Market on July 16, 1996.
================================================================================

                                       -2-
PROSPECTUS
                                1,407,577 SHARES

                          GLASGAL COMMUNICATIONS, INC.
                          Common Stock, $.001 par value

         This Prospectus relates to the reoffer and resale by certain selling
stockholders (the "Selling Stockholders") of shares (the "Shares") of Common
Stock, $.001 par value (the "Common Stock") of Glasgal Communications, Inc. (the
"Company") (i) that may be issued by the Company to the Selling Stockholders
upon the exercise of outstanding stock options granted pursuant to the Company's
1990 Stock Option Plan (the "1990 Plan") and (ii) previously acquired upon the
exercise of stock options, all of which Shares are "restricted securities" as
defined in Rule 144(a)(3) of the Securities Act. This Prospectus also relates to
the reoffer and resale of Shares to be acquired upon exercise of stock options
that may be granted to individuals who may be deemed to be "affiliates" of the
Company (collectively, the "Future Selling Stockholders") upon the exercise of
outstanding stock options to be granted under the 1990 Plan. If and when such
options are granted to the Future Selling Stockholders, the Company intends to
distribute a Prospectus Supplement as required by Rule 424(b) of the Securities
Act of 1933, as amended (the "Securities Act"). Such Prospectus Supplement will
specify the names of the Future Selling Stockholders and the amount of Shares to
be reoffered and resold by them.

         The offer and sale of the Shares to the Selling Stockholders and Future
Selling Stockholders were previously registered under the Securities Act. The
Shares are being reoffered and may be resold for the account of the Selling
Stockholders, the Future Selling Stockholders and the Company will not receive
any of the proceeds from the resale of the Shares.

         The Selling Stockholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions on
The Boston Stock Exchange ("BSE"), the Nasdaq SmallCap Market ("Nasdaq"), in
negotiated transactions or otherwise at market prices prevailing at the time of
the sale or at prices otherwise negotiated. See "Plan of Distribution." The
Company will bear all expenses in connection with the preparation of this
Prospectus.

            AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES
              A HIGH DEGREE OF RISK. SEE "RISK FACTORS" AT PAGE 7.

         The Common Stock of the Company is traded on the Nasdaq SmallCap Market
("Nasdaq") under the symbol "GLAS". On July 16, 1996 the closing bid price for
the Common Stock on Nasdaq, was $6-3/4.

                   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 July ___, 1996.
TABLE OF CONTENTS

                                                                       PAGE

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

RISK FACTORS.............................................................4

THE COMPANY..............................................................8

RECENT DEVELOPMENTS.....................................................10

USE OF PROCEEDS.........................................................10

SELLING STOCKHOLDERS....................................................10

PLAN OF DISTRIBUTION....................................................11

LEGAL MATTERS...........................................................12

EXPERTS.................................................................12

CHANGE OF ACCOUNTANTS...................................................13

AVAILABLE INFORMATION...................................................13

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1995, as amended, the Company's Quarterly Reports on Form 10-Q for the
quarters ended July 31, 1995, October 31, 1995 and January 31, 1996 and the
Company's Current Report on Form 8-K dated October 30, 1995 are hereby
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents.

         The Company's Application for Registration of its Common Stock under
Section 12(b) of the Exchange Act filed on May 2, 1996, is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.

         The description of the Common Stock in the Company's Registration
Statement on Form 8-A filed on April 24, 1996 is incorporated by reference in
this Prospectus and shall be deemed to be a part hereof.

         The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to Glasgal Communications, Inc., 151 Veterans Drive, Northvale, New
Jersey 07647, Attention: James Caci. Oral requests should be directed to such
officer (telephone number (201) 768-8082).

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

         No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling Stockholder. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.

                                       -3-
RISK FACTORS

         THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
EACH PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING
RISK FACTORS INHERENT IN, AND AFFECTING THE BUSINESS OF, THE
COMPANY BEFORE MAKING AN INVESTMENT DECISION.

         WORKING CAPITAL DEFICIENCIES; HISTORY OF LOSSES. The Company has a
history of limited working capital and had working capital deficiencies in the
years ended December 31, 1992 and 1993, the four months ended April 30, 1994 and
the fiscal year ended April 30, 1995 of $1,953,000, $1,648,000, $1,967,000 and
$3,756,000, respectively. In addition, although the Company had net income of
$43,000 for the year ended December 31, 1992, it incurred net losses of
$147,000, $2,145,000 and $1,643,000 for the year ended December 31, 1993, the
four months ended April 30, 1994 and the fiscal year ended April 30, 1995. There
can be no assurance that the Company will generate sufficient revenues to meet
expenses or to operate profitably in the future.

         REVOLVING CREDIT FACILITY; PAST DEFAULTS UNDER REVOLVING CREDIT
FACILITY. The Company's revolving credit facility expired on May 31, 1996. The
Company has extended this facility through August 31, 1996. There can be no
assurance that the Company will be able to further extend its revolving credit
agreement or refinance the amount outstanding under such agreement. If the
Company is unable to extend its revolving credit agreement or refinance the
amount outstanding under such agreement or if the bank accelerates the amount
due thereunder, the Company's business will be materially adversely affected.
The Company has in the past been in violation of certain of the financial
covenants contained in the revolving credit facility. At May 31, 1996,
$2,495,000 was outstanding under such agreement.

         DEPENDENCE ON KEY PERSONNEL. The Company's future success depends in
large part on the continued service of its key personnel. In particular, the
loss of the services of Isaac Gaon, Chief Executive Officer, Robert Gadd, Vice
President Federal and Enterprise Systems, David Tobey, President of
Computer-Aided Software Integration, Inc. ("CASI") of which the Company owns 80%
of the issued and outstanding shares or Maurice Kulik, President of Signatel
Ltd., the Company's wholly-owned Canadian subsidiary, could have a material
adverse effect on the operations of the Company. The Company has key-man life
insurance on the lives of each of Messrs. Gaon and Gadd in the amount of
$1,000,000, respectively, with the Company named as the sole beneficiary. The
Company has an employment agreement with Mr. Gaon which expires on December 31,
1996 and which may be terminated by Mr. Gaon upon six months prior written
notice to the Company. The Company has an employment agreement with Mr. Tobey
which expires on April 30, 2001, which may be terminated by the Company for
cause or by Mr. Tobey for good reason. The

                                       -4-
Company has an employment agreement with Mr. Gadd which expires on December 31,
1996 and which may be terminated by Mr. Gadd upon six months prior written
notice to the Company. The Company has an employment agreement with Mr. Kulik
which may be terminated by Mr. Kulik upon six months' notice and which may be
terminated by the Company for cause without notice. The Company's future success
and growth also depends on its ability to continue to attract, motivate and
retain highly qualified employees, including those with the technical expertise
necessary to operate the business of the Company. There can be no assurance that
the Company will be able to attract, motivate and retain such persons.

         COMPETITION. The Company competes with other companies involved in the
installation and servicing of local and wide area networks, the provision of
software tools to systems integrators and the distribution of data
communications equipment. These competitors include computer manufacturers,
software vendors, telephone companies and distribution companies. These markets
are highly competitive, and some companies with which the Company competes are
substantially larger and have significantly greater resources than the Company.
There can be no assurance that the Company will be able to compete successfully
in the future.

         EXPORT SALES; ADVERSE EFFECT OF INABILITY TO COLLECT ALL EXPORT
RECEIVABLES. For the year ended December 31, 1993, the four months ended April
30, 1994, the fiscal year ended April 30, 1995, and the nine months ended
January 31, 1996 the Company had export sales which were approximately 8.9%,
8.7%, 11.7% and 8.8%, respectively, of net sales. While the Company attempts to
obtain payment on export sales prior to shipment or to obtain letters of credit,
it is not always able to do so. The collection of receivables pertaining to
export sales is generally more difficult than the collection of receivables
arising from domestic sales. There can be no assurance that the Company will be
successful in its efforts to collect all of such receivables. The inability of
the Company to collect all of such receivables could have an adverse effect on
the Company's cash flows and revenues. Of net accounts receivable at January 31,
1996, approximately $1,000,000 (18.0%) were attributable to export sales. In
addition, the Company's international business is subject to various risks
common to international activities, including political instability, economic
instability and recessions, the inherent difficulty of administering business
abroad and the need to comply with a wide variety of foreign import and U.S.
export laws, tariffs and other regulatory requirements. The Company's
competitiveness in overseas markets generally may be negatively impacted when
there is a significant increase in the value of the dollar against European
currencies or the currencies of other countries where the Company does business.
The Company also expects to continue to face

                                       -5-
heightened competition from manufacturers and distributors in the
European market.

         CONTROL BY PRINCIPAL SHAREHOLDER. Ralph Glasgal, the Chairman of the
Board and President of the Company, through his beneficial ownership and through
a voting agreement with Direct Connect International Inc. ("DCI") has the power
to vote approximately 35% of the Common Stock. DCI has pledged 2,000,000 of the
shares of Common Stock it owns in the Company as collateral for a loan. If the
pledgee were to become the owner of such shares, Mr. Glasgal would no longer
have the power to vote such shares.

         EXTENDED LEAD TIMES FOR REALIZATION OF REVENUE. Due to the nature and
size of orders that the Company is now pursuing there is a longer lead time
between the initiation of prospective business and the consummation of a
transaction, if any. Consequently, significantly more resources are required to
manage this process. As such, there is likely to be substantial fluctuations in
sales volume on a month-to-month and quarter-to- quarter basis. The pursuit of
this type of business increases the Company's risk of failure, especially given
its present level of working capital. As a result, if the Company experiences
lower than expected sales volume for an extended period of time, there will be a
material adverse effect on the Company.

         UNCERTAINTY OF REVENUES FROM RECENT CONTRACT. While the Company
recently entered into a contract with Telos Corporation ("Telos") to act as a
subcontractor under Telos' contract with the Immigration and Naturalization
Service (the "INS"), the contract is an "open" contract, which may be cancelled
by the INS at any time without penalty. While the Company has made sales of
approximately $6,437,000 under this contract as of January 31, 1996, there can
be no assurance that any future sales will result or that any such sales will
result in profits for the Company. In addition, due to the United States
government budget impasse, sales to date under this contract have been lower
than expected. No assurance can be given as to when the budget impasse will be
resolved.

         SHARES ELIGIBLE FOR FUTURE SALE. The sale, or availability for sale, of
substantial amounts of Common Stock in the public market pursuant to Rule 144 or
otherwise could adversely affect the market price of the Common Stock and could
impair the Company's ability to raise additional capital through the sale of its
equity securities.

         The Redeemable Warrants underlying the Units and the shares of Common
Stock underlying such Redeemable Warrants, upon exercise thereof, will be freely
tradeable without restriction under the Securities Act, except for any
Redeemable Warrants or shares of Common Stock purchased by an "affiliate" of the

                                       -6-
Company, which will be subject to the resale limitations of Rule 144 under the
Securities Act. Also, an additional 950,000 Redeemable Warrants and the shares
of Common Stock underlying such Redeemable Warrants are registered under the
Securities Act. Holders of such Redeemable Warrants have agreed not to transfer
such Redeemable Warrants, or the underlying shares of Common Stock, prior to
March 21, 1997, without the prior written consent of the Joseph Stevens &
Company, L.P., the representative in the Company's Public Offering (the
"Representative"), and the Company.

         In addition, without the consent of the Representative, the Company has
agreed not to sell or offer for sale any of its securities prior to March 21,
1997, except pursuant to outstanding options and warrants and pursuant to the
Company's existing option plan and no option shall have an exercise price that
is less than the fair market value per share of Common Stock on the date of
grant.

         NO DIVIDENDS. The Company has not paid dividends on its Common Stock
since its inception, other than distributions made by the Predecessor to
shareholders of the Predecessor in amounts sufficient to reimburse the
Predecessor's shareholders for federal (and some state) income tax liabilities
arising from the Predecessor's former status as an "S" corporation. The Company
currently intends to retain earnings, if any, for use in the business and does
not anticipate paying any dividends to its shareholders in the foreseeable
future. Each of the Company's loan agreements with the Company's bank includes a
restriction on the payment of dividends.

         POSSIBLE ACQUISITIONS. It is currently anticipated that a portion of
the Company's future growth will result from acquisitions of other similar or
complementary businesses. In October 1994, the Company consummated the
acquisition of Signatel. On April 24, 1996, the Company acquired 80% of the
issued and outstanding capital stock of CASI, a provider of Software tools and
services to systems integrators and independent Software vendors. On June 17,
1996 the Company signed a letter of intent to acquire 100% of the common stock
of HH Communications, Inc. ("HH"), which resells computer networking equipment
and provides value-added services in connection with such equipment. The Company
has no other current plan or agreement to acquire any other business. There can
be no assurance that any other transaction will be consummated or that they will
result in increased levels of profit for the Company. In addition, there can be
no assurance that the Company will be able to integrate or manage successfully
other acquired businesses.

         CERTAIN ANTI-TAKEOVER CHARTER PROVISIONS. Shares of preferred stock may
be issued in the future by the Company

                                       -7-
without further shareholder approval and upon such terms and conditions, and
having such rights, privileges and preferences, as the Board of Directors of the
Company may determine. The rights of the holders of the Company's Common Stock
will be subject to, and may be adversely affected by, the rights of the holders
of any preferred stock that may be issued in the future. The issuance of
preferred stock could have the effect of making it more difficult for a third
party to acquire, or of discouraging a third party from acquiring, a majority of
the outstanding voting stock of the Company. The Company does not have any
present plans to issue any shares of preferred stock.

                                   THE COMPANY

         In May 1994, Glasgal Communications, Inc., a New Jersey corporation
incorporated in 1975 (the "Predecessor") merged with and into Sellectek
Incorporated, a California corporation incorporated in 1983 ("Sellectek") (the
"Merger"). The surviving entity, Sellectek, changed its name to Glasgal
Communications, Inc. following the Merger and continued its existence under the
laws of the State of California. The Merger provided the Company with an
immediate infusion of approximately $750,000 in cash contributed by Sellectek
and created a publicly-traded vehicle to finance the future growth of the
Company's operations. Prior to the Merger, Sellectek was a publicly-traded
company whose common stock was listed on Nasdaq under the symbol ("SLTK")
without any on-going business operations. The Company's sole business is the
business of the Predecessor, and while Sellectek was the survivor of the Merger,
for accounting purposes, the Merger is treated as a reverse acquisition with the
Predecessor as the acquiror. On January 29, 1996, the Company reincorporated
into the State of Delaware. Glasgal Communications, Inc., a California
corporation, merged with and into Glasgal Communications, Inc., a Delaware
corporation, which corporation was incorporated in January 1996. As used in this
Prospectus, the term "Company" refers collectively to Glasgal Communications,
Inc., the Predecessor and Signatel Ltd. and Computer-Aided Software Integration,
Inc., its subsidiaries.

         The Company is an open systems integrator that designs, installs and
services local and wide area networks which incorporate a broad range of
computer hardware, networking systems and software products and provides
software tools and services which simplify the integration of systems. The
Company also distributes data communications equipment. Networks are used to
distribute information which can be in the form of data, voice, images, video
and facsimile to multiple users. A local area network ("LAN") allows for the
transmission and sharing of data within one location. A wide area network
("WAN") allows for the transmission and sharing of data among many locations.
The Company's strength as an open systems integrator lies in its WAN expertise,
as well as its capabilities in connecting disparate

                                       -8-
computing systems thereby facilitating virtually seamless communication among
organizations. As an open systems integrator, the Company provides consulting
and design services, hardware, software, premises wiring, phone lines,
installation and after- sales service.

         Although the Company was founded in 1975 as a distributor of data
communications equipment and services, beginning in 1991 the Company began
redirecting its efforts to become an open systems integrator providing complete
computer network systems and integration services. The Company believes that the
integration service sales will account for an increasingly larger percentage of
the Company's sales in future periods.

           The Company is a single source supplier of equipment and telephone
line services from a variety of providers. The Company is an authorized reseller
of products for over 100 manufacturers and distributors, including Novell Inc.,
SCO Unix (Santa Cruz Operations, Inc.), Intel Corporation, Hewlett-Packard Co.,
Bay Networks, Inc., Sun Microsystems Computer Corporation, Micom Communications,
Inc., Microcom Inc., Cisco Systems Inc., RAD Data Communications, Inc. and
Racal-Datacom Inc. In addition, the Company resells telephone line services from
major companies, including LDDS WorldCom, Inc., Metropolitan Fiber Systems, Inc.
and Qwest Communications, Inc.

         The Company has 15 sales and service offices throughout the United
States and four offices in Canada. The Company's export sales amounted to
approximately 11.7% and 8.8% of net sales for the fiscal year ended April 30,
1995 and the nine months ended January 31, 1996, respectively. These sales are
for hardware only, which are sold to over fifty international agents around the
world.

         The Company's objective is to become one of the leading open systems
integrators providing complete enterprise networking solutions to national and
international organizations. To achieve its objective, the Company will continue
to supplement its core competency in data communications with its expertise in
all aspects of networking and connectivity.

         On October 28, 1994, the Company consummated the acquisition of all of
the voting capital stock of Signatel, a Canadian distributor of data
communications equipment and services for 875,000 shares of Common Stock. The
acquisition was accounted for as a pooling of interests.

         The Company's executive offices are located at 151 Veterans Drive,
Northvale, New Jersey 07647. The telephone number of the Company is (201)
768-8082.

                                       -9-
RECENT DEVELOPMENTS

         On March 29, 1996, the Company consummated a financing (the "Private
Placement Offering") pursuant to which it issued 312,500 shares of Common Stock.
The net proceeds of approximately $1,211,562 were used to pay the cash portion
of the purchase price for Computer-Aided Software Integration, Inc. ("CASI")
($500,000) and to fund the working capital needs of CASI after its acquisition
by the Company.

         On April 24, 1996, the Company acquired 80% of the issued and
outstanding capital stock of CASI for a purchase price of $500,000 cash and
44,260 shares of the Company's Common Stock. CASI is a provider of software
tools and services to systems integrators independent software vendors, and
corporate information system departments which simplify the design,
installation, integration and support of information systems. These tools
utilize a proprietary Application Definition Language to load information system
configuration and messaging parameters into a common repository. This repository
is used by each tool comprising the Integrator's Workbench Product Series
("IWPS") to automate the administration of and information exchange among
heterogeneous system environments. CASI also provides services which assist
customers in using IWPS, or which use IWPS to distribute fully integrated
systems in support of customer contracts.

         On June 17, 1996, the Company signed a letter of intent to acquire 100%
of the Common Stock of HH in exchange for 1,500,000 shares of the Company's
Common Stock. HH resells computer networking equipment and provides value-added
services in connection with such equipment. The Company and HH are currently
negotiating the terms of a stock purchase agreement to commence the acquisition.

                                 USE OF PROCEEDS

         The Company will receive the exercise price of the options when
exercised by the holders thereof. Such proceeds will be used for working capital
and other general corporate purposes by the Company. The Company will not
receive any of the proceeds from the reoffer and resale of the Shares by the
Selling Stockholders and the Future Selling Stockholders.

                              SELLING STOCKHOLDERS

         This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Stockholders under the 1990 Plan.

         The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Stockholder at July 15, 1996, (ii) the number
of Shares of Common Stock to be

                                      -10-
offered for resale by each Selling Stockholder and (iii) the number and
percentage of shares of Common Stock to be beneficially owned by each Selling
Stockholder after completion of the offering.
Number of shares of
                                                                                                       Common Stock/
                                                 Number of shares of            Number of          Percentage of Class to
                                                     Common Stock             Shares to be         be Beneficially Owned
                                                Beneficially Owned at          Offered for          After Completion of
                   Name                             July 15, 1996                Resale                 the Offering
- ----------------------------------------      ------------------------     -----------------     ------------------------
Isaac Gaon (1).............................            619,778(2)                108,821(3)             583,504/3.9%

Robert F. Gadd (4).........................            398,366(5)                103,985(6)             363,704/2.4%

Ingemar Sjunnemark (7).....................            289,166(8)                 24,666(9)             280,944/1.9%

James Caci (10)............................            82,000(11)                43,528(12)              67,491/.6%
(1)      Mr. Gaon is a has been the Chief Executive Officer of the Company since
         May 1992 and previously  served as the Chief  Financial  Officer of the
         Company from April 1992 until October 1994. Mr. Gaon is also a director
         of the Company.

(2)      Represents  options  exercisable  within  sixty (60) days from July 15,
         1996 to  purchase  (i)  495,245  shares of Common  Stock at an exercise
         price of $.005 per  share,  (ii)  60,000  shares of Common  Stock at an
         exercise  price of $1.25 per share,  and (iii) 64,533  shares of Common
         Stock at an exercise price of $2.775 per share.

(3)      Represents  options to purchase  108,821  shares of Common  Stock at an
         exercise  price  of  $2.775  per  share  pursuant  to  the  1990  Plan,
         exercisable  1/3 on July 17,  1996 and 1/3 on July 17,  1997 and 1/3 on
         July 17, 1998.

(4)      Mr. Gadd has been the Vice President of Federal and Enterprise  Systems
         of the Company since September 1992.

(5)      Represents  options  exercisable  within  sixty (60) days from July 15,
         1996 to  purchase  (i)  297,166  shares of Common  Stock at an exercise
         price of $.005 per  share,  (ii)  40,000  shares of Common  Stock at an
         exercise  price of $1.25 per share,  and (iii) 61,200  shares of Common
         Stock at an exercise price of $2.775 per shares.

(6)      Represents  options to purchase  103,985  shares of Common  Stock at an
         exercise  price  of  $2.775  per  share  pursuant  to  the  1990  Plan,
         exercisable  1/3 on July 17, 1996, 1/3 on July 17, 1997 and 1/3 on July
         17, 1998.

(7)      Mr. Sjunnemark has been the Vice President-Export  Sales of the Company
         since October 1988.

(8)      Includes options exercisable within sixty (60) days from July 15, 1996
         to purchase (i) 202,166  shares of Common Stock at an exercise price of
         $.005,  (ii)  10,000  shares of Common  Stock at an  exercise  price of
         $1.25, and (iii) 17,000 shares at an exercise price of $2.775.

(9)      Represents  options to  purchase  24,666  shares of Common  Stock at an
         exercise  price  of  $2.775  per  share  pursuant  to  the  1990  Plan,
         exercisable  1/3 on July 17, 1996, 1/3 on July 17, 1997 and 1/3 on July
         17, 1998.

(10)     Mr. Caci has been Chief Financial  Officer of the Company since October
         1994 and Secretary and Treasurer of the Company since June 1995.

(11)     Represents  options  exercisable  within  sixty (60) days from July 15,
         1996 to purchase (i) 52,000 shares of Common Stock at an exercise price
         of $1.25 and (ii) 30,000 shares of Common Stock at an exercise price of
         $2.775.

(12)     Represents  options to  purchase  43,528  shares of Common  Stock at an
         exercise  price  of  $2.775  per  share  pursuant  to  the  1990  Plan,
         exercisable  1/3 on July 17, 1996, 1/3 on July 17, 1997 and 1/3 on July
         17, 1998.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Stockholders and the Future Selling Stockholders from time to time in one or
more transactions on the BSE or Nasdaq,

                                      -11-
either  directly  or  through  brokers  or agents,  or in  privately  negotiated
transactions.  The Selling  Stockholders  have advised the Company that they are
not parties to any agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         The legality of the Shares  offered  hereby will be passed upon for the
Company,  the Selling Stockholders and the Future Selling Stockholders by Olshan
Grundman Frome & Rosenzweig LLP, New York, New York. A member of Olshan Grundman
Frome & Rosenzweig LLP holds options to purchase  38,293 shares of Common Stock.
Robert H. Friedman,  a member of Olshan  Grundman  Frome & Rosenzweig  LLP, is a
director of the Company and holds  options to purchase  87,146  shares of Common
Stock.

                                     EXPERTS

         The  consolidated  financial  statements of the Company as of April 30,
1994 and 1995,  and for the years ended  December  31,  1992 and 1993,  the four
months ended April 30, 1994 and the year ended April 30,  1995,  included in the
Company's  Form 10-K for the fiscal year ended April 30,  1995,  as amended (the
"1995 10-K"),  which is incorporated  herein by reference,  have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
reports  with respect  thereto,  and are  included  herein in reliance  upon the
authority of said firm as experts in giving said reports.

         The  financial  statements of the  Company's  wholly-owned  subsidiary,
Signatel  Ltd.,  for the year ended  November 30, 1992 included in the Company's
Form 10-K for the fiscal year ended April 30, 1995, which is incorporated herein
by  reference,  have  been  audited  by  Mintz &  Partners,  independent  public
accountants, as indicated in their report with respect thereto, and are included
herein in  reliance  upon the  authority  of said firm as experts in giving said
reports.  Signatel Ltd.'s  financial  statements for the year ended November 30,
1993  included  in the  Company's  Form 10-K for the fiscal year ended April 30,
1995, which is incorporated herein by reference, have been audited by Deloitte &
Touche,  independent  public  accountants,  as  indicated  in their  report with
respect thereto,  and are included herein in reliance upon the authority of said
firm as experts in giving said reports.

         To the extent that a firm of independent  public accountants audits and
reports on the financial  statements of the Company issued at future dates,  and
consents to the use of their report thereon, such financial statements also will
be  incorporated  by  reference  herein in reliance  upon their  report and said
authority.

                                      -12-
CHANGE OF ACCOUNTANTS

         In June 1994,  the Company  determined to change  accountants to Arthur
Andersen LLP. The Company's prior auditors,  KPMG Peat Marwick resigned.  On the
same date,  the  Company  engaged  Arthur  Andersen  LLP to audit its  financial
statements. The decision to change accountants was made with the approval of the
Company's Board of Directors.

         The Company believes, and has been advised by KPMG Peat Marwick that it
concurs in such belief, that, during the fiscal year ended December 31, 1993 and
subsequent  thereto,  the  Company  and  KPMG  Peat  Marwick  did not  have  any
disagreement  on any matter of accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure, which disagreement,  if not
resolved to the satisfaction of KPMG Peat Marwick,  would have caused it to make
reference in connection with its report on the Company's financial statements to
the subject matter of the disagreement.

         No report of KPMG Peat Marwick on the  Company's  financial  statements
for  either  of the past two  fiscal  years  contained  an  adverse  opinion,  a
disclaimer  or opinion or a  qualification  or was  modified as to  uncertainty,
audit scope or accounting principles.  During such fiscal periods, there were no
"reportable  events"  within the meaning of Item  304(a)(1)  of  Regulation  S-K
promulgated under the Securities Act.

                              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,  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 public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; or at certain of the regional offices of
the Commission located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661;  and Seven World Trade  Center,  Suite  1300,  New York,  New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549,
at  prescribed  rates.  In  addition,   reports,   Proxy  Statements  and  other
information  concerning  the  Company  (Symbol:  Glas) can be  inspected  at the
offices of the Nasdaq Stock Market, 1735 K Street, N.W.,  Washington D.C. 20006,
on which the Common Stock of the Company is listed.

         The Company has also filed with the Securities and Exchange  Commission
a  Registration  Statement on Form S-8 under the  Securities Act with respect to
the Shares offered hereby.  For further  information with respect to the Company
and the  securities  offered  hereby,  reference  is  made  to the  Registration
Statement.

                                      -13-
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.

                                      -14-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a)  The  Company's  Annual Report on Form 10-K for the fiscal
         year ended April 30, 1995, as amended;

                  (b)  The  Company's  Quarterly  Reports  on Form  10-Q for the
         quarters ended July 31, 1995, October 31, 1995 and January 31, 1996;

                  (c)  The  Company's  Current  Report on Form 8-K dated October
         30, 1995;

                  (d)  The  description of the Company's  Common Stock contained
         in the Company's Registration Statement on Form 8-A filed May 2, 1996.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended,  after the effective date of this  registration  statement and prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company,  the Selling  Stockholders
and the Future Selling  Stockholders  by Olshan Grundman Frome & Rosenzweig LLP,
New York,  New York. A member of Olshan  Grundman  Frome & Rosenzweig  LLP holds
options to purchase 38,293 shares of Common Stock. Robert H. Friedman,  a member
of Olshan  Grundman  Frome &  Rosenzweig  LLP,  is a director of the Company and
holds options to purchase 63,146 shares of Common Stock.

                                      -15-
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Article  6  of  the  Company's  By-laws  authorize  indemnification  of
directors and officers as follows:

         The corporation  shall, to the fullest extent  permitted by Section 145
of the General  Corporation Law of Delaware,  as that Section may be amended and
supplemented from time to time, indemnify any director, officer or trustee which
it shall  have  power to  indemnify  under the  Section  against  any  expenses,
liabilities  or other  matters  referred to in or covered by that  Section.  The
indemnification  provided for in this Article (i) shall not be deemed  exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote on stockholders or disinterested directors or otherwise,  both
as to action in their official  capacities and as to action in another  capacity
while holding such office,  (ii) shall continue as to a person who has ceased to
be a  director,  officer or trustee  and (iii) shall inure to the benefit of the
heirs,  executors  and  administrators  of  such  a  person.  The  corporation's
obligation to provide  indemnification under this Article shall be offset to the
extent  of any other  source  of  indemnification  or any  otherwise  applicable
insurance  coverage  under a policy  maintained by the  corporation or any other
person.

         Expenses incurred by a director of the Corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the  Corporation (or was serving at the  Corporation's  request as a
director or officer of another  corporation) shall 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 to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the General Corporation Law of
Delaware.

         To assure  indemnification  under this  Article of all such persons who
are  determined  by  the  corporation  or  otherwise  to  be  or  to  have  been
"fiduciaries"  of any employee  benefit plan of the corporation  which may exist
from time to time, such Section 145 shall, for the purposes of this Article,  be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee  benefit  plan,  including,   without  limitation,   any  plan  of  the
corporation  which  is  governed  by the  Act  of  Congress  entitled  "Employee
Retirement  Income  Security  Act of 1974," as  amended  from time to time;  the
corporation  shall be deemed  to have  requested  a person to serve an  employee
benefit  plan  where  the  performance  by  such  person  of his  duties  to the
corporation  also  imposes  duties on, or otherwise  involves  services by, such
person to the plan or participants or  beneficiaries  of the plan;  excise taxes
assessed on a person with respect to an employee  benefit plan  pursuant to such
Act of Congress shall be deemed "fines"; and action taken or

                                      -16-
omitted by a person with respect to an employee  benefit plan in the performance
of such person's duties for a purpose  reasonably  believed by such person to be
in the  interest  of the  participants  and  beneficiaries  of the plan shall be
deemed to be for a purpose  which is not  opposed to the best  interests  of the
corporation.

         See Item 9(c)  below for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising under the Securities Act of 1933, as amended.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  (a) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative  or  investigative  (other  than an  action by or in the
         right of the  corporation)  by  reason  of the fact that he 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 in  connection  with such  action,  suit or
         proceeding  if he acted in good  faith  and in a manner  he  reasonably
         believed  to be in  or  not  opposed  to  the  best  interests  of  the
         corporation,  and, with respect to any criminal  action or  proceeding,
         had no  reasonable  cause to believe  his  conduct  was  unlawful.  The
         termination  of any action,  suit or  proceeding  by  judgment,  order,
         settlement,  conviction  or  upon  a plea  of  NOLO  CONTENDERE  or its
         equivalent,  shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably  believed
         to be in or not opposed to the best interests of the corporation,  and,
         with respect to any criminal action or proceeding, had reasonable cause
         to believe that his conduct was unlawful.

                  (b) A  corporation  may  indemnify  any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed  action  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he 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)
         actually and reasonably  incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner he reasonably believed to be in or

                                      -17-
not opposed to the best interests of the corporation and except that no
         indemnification  shall 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 Court of Chancery or
         the court in which such action or suit was 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.

                  (c) 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 in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by a majority vote of the directors who
         are not parties to such action,  suit or  proceeding,  even though less
         than a  quorum,  or (2) if  there  are no  such  directors,  or if such
         directors so direct, by independent legal counsel in a written opinion,
         or (3) by the stockholders.

                  (e) Expenses  (including   attorneys'  fees)  incurred  by  an
         officer or director in defending any civil, criminal  administrative or
         investigative 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 shall  ultimately be determined that
         he is not entitled to be indemnified  by the  corporation as authorized
         in this section.  Such expenses (including attorneys' fees) incurred by
         other  employees  and  agents  may  be so  paid  upon  such  terms  and
         conditions, if any, as the board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw, agreement, vote of

                                      -18-
stockholders or disinterested directors or otherwise, both as to action
         in his  official  capacity and as to action in another  capacity  while
         holding such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who 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 any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h) For  purposes  of  this   section,   references   to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  (i) For  purposes  of  this  section,   references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  continue as to a person who has
         ceased to be a director,

                                      -19-
officer, employee or agent and shall inure to the benefit of the heirs,
         executors and administrators of such a person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees).

         The Company maintains a directors and officers insurance and company
reimbursement policy. The policy insures directors and officers against
unindemnified loss arising from certain wrongful acts in their capacities and
reimburses the Company for such loss for which the Company has lawfully
indemnified the directors and officers. The policy contains various exclusions,
none of which relate to the offering hereunder.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         4       -         The Company's 1990 Stock Option Plan, as amended to
                           date.

         5       -         Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -         Consent of Arthur Andersen LLP, independent public
                           accountants.

         23(b)   -         Consent of Deloitte & Touche, independent public
                           accountants.

         23(c)   -         Consent of Mintz & Partners, independent public
                           accountants.

         23(d)   -         Consent of Olshan Grundman Frome & Rosenzweig LLP,
                           included in Exhibit 5.

         24      -         Power of Attorney (included on signature page to
                           this Registration Statement).

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration Statement:

                                      -20-
(i)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

                           provided, however, that paragraphs (i) and (ii) above
                           do  not  apply  if  the  information  required  to be
                           included  in  a  post-effective  amendment  by  those
                           paragraphs is contained in periodic  reports filed by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                  (2)      That,  for the purpose of  determining  any liability
                           under  the   Securities   Act  of  1933,   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; and

                  (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
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this 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.

                                      -21-
C.       Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by 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 of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

                                      -22-
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 Northvale,  State of New Jersey, on this 18th day of
July, 1996.

                                            GLASGAL COMMUNICATIONS, INC.
                                            (Registrant)

                                            /S/ ISAAC GAON
                                            ------------------------------------
                                            ISAAC GAON, CHIEF EXECUTIVE OFFICER

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of Glasgal Communications,  Inc. hereby constitutes and appoints Ralph
Glasgal  and  Isaac  Gaon  and  each  of  them   singly,   as  true  and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him in his name in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the Securities  and Exchange  Commission and to prepare any and
all exhibits thereto, and other documents in connection  therewith,  and to make
any  applicable  state  securities  law or blue sky filings,  granting unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every act and thing  requisite  or  necessary  to be done to enable  Glasgal
Communications,  Inc. to comply with the  provisions  of the  Securities  Act of
1933,  as  amended,   and  all  requirements  of  the  Securities  and  Exchange
Commission,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

          SIGNATURE                       TITLE                       DATE

/S/ RALPH GLASGAL           Chairman of the Board and             July 18, 1996
- -----------------------     President
RALPH GLASGAL

/S/ ISAAC GAON              Chief Executive Officer and           July 18, 1996
- -----------------------     Director (principal executive
ISAAC GAON                  officer)

/S/ JOSEPH M. SALVANI       Director                              July 18, 1996
- -----------------------
JOSEPH M. SALVANI

/S/ ROBERT H. FRIEDMAN      Director                              July 18, 1996
- -----------------------
ROBERT H. FRIEDMAN

/S/ MAURICE KULIK           Director                              July 18, 1996
- -----------------------
MAURICE KULIK

/S/ THOMAS BERRY            Director                              July 18, 1996
- -----------------------
THOMAS BERRY

/S/ JAMES CACI              Chief Financial Officer               July 18, 1996
- ------------------------    (Principal Financial Officer
JAMES CACI                  and Principal Accounting
                            Officer)