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


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                                  VIZACOM INC.
             (Exact name of registrant as specified in its charter)

                Delaware                               22-3270045
      (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

   3A Oak Road, Fairfield, New Jersey                   07004
(Address of Principal Executive Offices)              (Zip Code)

           VIZACOM INC. OUTSIDE DIRECTOR AND ADVISER STOCK OPTION PLAN
                            (Full title of the plan)

                          Mark E. Leininger, President
                                  Vizacom Inc.
                                   3A Oak Road
                           Fairfield, New Jersey 07004
                     (Name and address of agent for service)

                                 (973) 808-1992
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                             Kaufman & Moomjian, LLC
                   50 Charles Lindbergh Boulevard - Suite 206
                          Mitchel Field, New York 11553
                                 (516) 222-5100

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                               Proposed         Proposed
                                                               maximum           maximum            Amount of
    Title of each class of                   Amount to      offering price      aggregate         registration
 securities to be registered               be registered     per unit (1)    offering price (1)        fee
<S>                                          <C>               <C>             <C>                    <C>

Common Stock, par value $.001 per share
(the "Common Stock"). . . . . . . . . .      750,000 (2)       $3.875          $2,906,250.00          $807.94 (3)
<FN>

(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) promulgated under the Securities Act of 1933, as amended,
     (the "Securities Act"), based upon a per share last sale price for the
     Common Stock on July 13, 1999.
(2)  Pursuant to Rule 416, there are also being registered such indeterminable
     number of additional shares of Common Stock as may become issuable pursuant
     to anti-dilution provisions contained in the Vizacom Inc. Outside Director
     and Advisor Stock Option Plan.
(3)  An aggregate fee of  $1,314 was paid upon the filing  of the  Corporation's
     Registration  Statement  on Form  S-8  (Registration  No.  333-13063)  with
     respect to the Outside Director and Advisor Stock Option Plan.
</FN>
</TABLE>

================================================================================
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information specified in Part I will be
sent or given to employees (as such term is defined in paragrah 1.(a) of General
Instructions A to Form S-8) as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          Vizacom Inc. (the "Registrant") hereby incorporates by reference the
documents listed below and any future filings the Registrant will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this
offering has been completed:

          1.   The Registrant's Annual Report on Form 10-KSB, for the fiscal
               year ended December 31, 1998;

          2.   The Registrant's  Quarterly Report on Form 10-QSB, for the
               quarter ended March 31, 1999;

          3.   The Registrant's Current Report on Form 8-K (Date of Report:
               June 8, 1999);

          4.   The  Registrant's  Current Report on Form 8-K (Date of Report:
               July 1, 1999); and

          5.   The description of the Common Stock contained in the Registrant's
               Registration Statement on Form 8-A, declared effective on
               December 6, 1995, including any amendment(s) or report(s) filed
               for the purpose of updating such description.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.


Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          The validity of the Common Stock offered hereby will be passed upon
for the Registrant by Kaufman & Moomjian, LLC ("K&M"), Mitchel Field, New York.
Neil M. Kaufman, Esq., a director of the Registrant and a member of K&M, owns
56,737 shares of Common Stock and options to purchase 180,000 shares of Common
Stock, including options to purchase 12,083 shares granted under the Outside
Director and Advisor Stock Option Plan. In addition, another member of K&M owns
12,500 shares of Common Stock and options to purchase 25,000 shares of Common
Stock.


Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Under the provisions of the Certificate of Incorporation and By-Laws
of the Registrant, each person who is or was a director or officer of Registrant
shall be indemnified by the Registrant as of right to the full extent permitted
or authorized by the General Corporation Law of Delaware. Under such law, to the
extent that such person is successful on the merits of defense of a suit or
proceeding brought against such person by reason of the

                                      -2-
<PAGE>

fact that such person is a director or officer of the Registrant, such person
shall be indemnified against expenses (including attorneys' fees) reasonably
incurred in connection with such action. If unsuccessful in defense of a
third-party civil suit or a criminal suit is settled, such a person shall be
indemnified under such law against both (1) expenses (including attorneys' fees)
and (2) judgments, fines and amounts paid in settlement if such person acted in
good faith and in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to any
criminal action, had no reasonable cause to believe such person's conduct was
unlawful. If unsuccessful in defense of a suit brought by or in the right of the
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Registrant except that if such a person is adjudicated to be
liable in such suit for negligence or misconduct in the performance of such
person's duty to the Registrant, such person cannot be made whole even for
expenses unless the court determines that such person is fairly and reasonably
entitled to be indemnified for such expenses.

          The officers and directors of the Registrant are covered by officers'
and directors' liability insurance. The policy coverage is $3,000,000, which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $200,000. The Registrant has
entered into Indemnification Agreements with each of its executive officers and
directors. The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature whatsoever (including attorneys' fees and related
disbursements) actually and reasonably incurred in connection with either the
investigation, defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee, as defined.


Item 7.   Exemption from Registration Claimed.
          ------------------------------------

          Not applicable.


Item 8.   Exhibits.
          ---------

Number    Description
------    -----------
4         Vizacom  Inc.  Outside  Director and Advisor  Stock Option Plan,
          as amended to date.  (Incorporated  by  reference  to Exhibit
          10.4 to the Company's Current Report on Form 8-K (Date of Report:
          July 1, 1999) (Commission File Number:  1-14076),  filed with the
          Commission on July 15, 1999.)
5         Opinion and consent of Kaufman & Moomjian, LLC.
23.1      Consent of Kaufman & Moomjian, LLC (included in their opinion
          filed as Exhibit 5).
23.2      Consent of Ernst & Young.
23.3      Consent of Richard A. Eisner & Company, LLP.
24        Powers  of  Attorney  (set  forth on the  Signatures  page to this
          Registration Statement).


Item 9.   Undertakings.
          ------------

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to any of the
provisions described under Item 6 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission (the
"Commission") such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      -3-
<PAGE>

          The Registrant hereby undertakes that it will:

          (1)  File, during any period in which it offers or sells securities,
          a post-effective amendment to this registration statement to:
               (a)  include any prospectus  required by Section  10(a)(3) of
               the Securities  Act;
               (b)  reflect in the prospectus any facts or events arising after
               the effective date of the Registration  Statement  (or  most
               recent  post-effective   amendment thereof)  which,  individually
               or  in  the  aggregate,   represent  a fundamental  change in the
               information  set forth in the  Registration Statement;
               notwithstanding the forgoing,  any increase or decrease in
               volume of securities  offered (if the total dollar value of
               securities offered would not exceed that which was  registered)
               and any deviation from the low or high end of the estimated
               maximum  offering range may be  reflected  in the form of
               prospectus  filed  with the  Commission pursuant  to Rule  424(b)
               if, in the  aggregate,  the  changes in the volume and price
               represent  no more than a 20% change in the  maximum aggregate
               offering price set forth in the "Calculation of Registration
               Fee" table in the effective Registration Statement; and
               (c)  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, the undertakings set forth in clauses (1)(a) and
          (1)(b) above shall not apply if the information  required to be
          included in a post-effective  amendment by such clauses is  contained
          in periodic  reports  filed with or furnished to the Commission  by
          the  Registrant  pursuant  to  Section  13 or  15(d)  of the
          Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
          that are incorporated by reference in the Registration Statement.

          (2)  For determining any liability under the Securities Act, treat
          each post-effective  amendment as a new registration statement of the
          securities offered,  and the offering of the securities at that time
          to be the initial bona fide offering; and

          (3)  File a post-effective amendment to remove from registration any
          of the securities that remain unsold at the termination of the
          offering.

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

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

                                      -4-
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
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 Fairfield, New Jersey on the 14th day of July, 1999.
                                                  VIZACOM INC.


                                       By:       /s/ Mark E. Leininger
                                           -------------------------------------
                                                    Mark E. Leininger
                                           President and Chief Executive Officer

     POWER OF ATTORNEY  Pursuant to the  requirements  of the  Securities Act of
1933, as amended,  this Registration  Statement has been signed on July 14, 1999
by the  following  persons  in  the  capacities  indicated.  Each  person  whose
signature  appears below  constitutes  and appoints Mark E.  Leininger with full
power of substitution,  his/her true and lawful attorney-in-fact and agent to do
any and all acts and  things in his/her  name and on  his/her  behalf in his/her
capacities  indicated  below which he may deem  necessary or advisable to enable
Vizacom  Inc. to comply with the  Securities  Act of 1933,  as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in connection with this Registration Statement including  specifically,  but not
limited  to,  power and  authority  to sign for  him/her in his/her  name in the
capacities  stated  below,  any and  all  amendments  (including  post-effective
amendments)  thereto,  granting unto said  attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person,  hereby  ratifying and  confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.


      /s/ Mark E. Leininger
---------------------------------     President, Chief Executive Officer and
       Mark E.  Leininger             Director (Principal Executive Officer)


     /s/ Alan W. Schoenbart
---------------------------------     Vice President - Finance, Chief Financial
         Alan W. Schoenbart           Officer (Principal Accounting and
                                      Financial Officer)


      /s/ Marc E. Jaffe
---------------------------------     Chairman of the Board, Secretary and
          Marc E. Jaffe               Director


     /s/ Norman W. Alexander
---------------------------------     Director
      Norman W. Alexander



---------------------------------     Director
        Werner G. Haase


     /s/ Nein M. Kaufman
---------------------------------     Director
        Neil M. Kaufman

                                      -5-
<PAGE>


                                  VIZACOM INC.

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX


Number    Description
------    -----------
4         Vizacom Inc. 1994 Outside Director and Advisor Stock Option Plan,
          as amended to date.  (Incorporated by reference to Exhibit 10.4
          to the Company's Current Report on Form 8-K (Date of Report:
          July 1, 1999) (Commission File Number: 1-14076), filed with the
          Commission on July 15, 1999.)
5         Opinion and consent of Kaufman & Moomjian, LLC.
23.1      Consent of Kaufman & Moomjian, LLC (included in their opinion
          filed as Exhibit 5).
23.2      Consent of Ernst & Young.
23.3      Consent of Richard A. Eisner & Company, LLP.
24        Powers of Attorney (set forth on the Signatures page to this
          Registration Statement).

                                      -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19660}]
{"company-data": {"conformed-name": "SOFTWARE PUBLISHING CORP HOLDINGS INC", "cik": "0000926331", "assigned-sic": "7372", "irs-number": "223270045", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82951", "film-number": "99665341"}, "business-address": {"street1": "3A OAK RD", "city": "FAIRFIELD", "state": "NJ", "zip": "07004", "phone": "9728081992"}, "mail-address": {"street1": "3A OAK RD", "street2": "UNIT 6", "city": "FAIRFIELD", "state": "NJ", "zip": "07004"}, "former-company": {"former-conformed-name": "ALLEGRO NEW MEDIA INC", "date-changed": "19950921"}}
================================================================================

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                                  VIZACOM INC.
             (Exact name of registrant as specified in its charter)

                Delaware                               22-3270045
      (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

   3A Oak Road, Fairfield, New Jersey                   07004
(Address of Principal Executive Offices)              (Zip Code)

           VIZACOM INC. OUTSIDE DIRECTOR AND ADVISER STOCK OPTION PLAN
                            (Full title of the plan)

                          Mark E. Leininger, President
                                  Vizacom Inc.
                                   3A Oak Road
                           Fairfield, New Jersey 07004
                     (Name and address of agent for service)

                                 (973) 808-1992
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                             Kaufman & Moomjian, LLC
                   50 Charles Lindbergh Boulevard - Suite 206
                          Mitchel Field, New York 11553
                                 (516) 222-5100

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

                         CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                                                               maximum           maximum            Amount of
    Title of each class of                   Amount to      offering price      aggregate         registration
 securities to be registered               be registered     per unit (1)    offering price (1)        fee
Common Stock, par value $.001 per share
(the "Common Stock"). . . . . . . . . .      750,000 (2)       $3.875          $2,906,250.00          $807.94 (3)
(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) promulgated under the Securities Act of 1933, as amended,
     (the "Securities Act"), based upon a per share last sale price for the
     Common Stock on July 13, 1999.
(2)  Pursuant to Rule 416, there are also being registered such indeterminable
     number of additional shares of Common Stock as may become issuable pursuant
     to anti-dilution provisions contained in the Vizacom Inc. Outside Director
     and Advisor Stock Option Plan.
(3)  An aggregate fee of  $1,314 was paid upon the filing  of the  Corporation's
     Registration  Statement  on Form  S-8  (Registration  No.  333-13063)  with
     respect to the Outside Director and Advisor Stock Option Plan.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information specified in Part I will be
sent or given to employees (as such term is defined in paragrah 1.(a) of General
Instructions A to Form S-8) as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          Vizacom Inc. (the "Registrant") hereby incorporates by reference the
documents listed below and any future filings the Registrant will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this
offering has been completed:

          1.   The Registrant's Annual Report on Form 10-KSB, for the fiscal
               year ended December 31, 1998;

          2.   The Registrant's  Quarterly Report on Form 10-QSB, for the
               quarter ended March 31, 1999;

          3.   The Registrant's Current Report on Form 8-K (Date of Report:
               June 8, 1999);

          4.   The  Registrant's  Current Report on Form 8-K (Date of Report:
               July 1, 1999); and

          5.   The description of the Common Stock contained in the Registrant's
               Registration Statement on Form 8-A, declared effective on
               December 6, 1995, including any amendment(s) or report(s) filed
               for the purpose of updating such description.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          The validity of the Common Stock offered hereby will be passed upon
for the Registrant by Kaufman & Moomjian, LLC ("K&M"), Mitchel Field, New York.
Neil M. Kaufman, Esq., a director of the Registrant and a member of K&M, owns
56,737 shares of Common Stock and options to purchase 180,000 shares of Common
Stock, including options to purchase 12,083 shares granted under the Outside
Director and Advisor Stock Option Plan. In addition, another member of K&M owns
12,500 shares of Common Stock and options to purchase 25,000 shares of Common
Stock.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Under the provisions of the Certificate of Incorporation and By-Laws
of the Registrant, each person who is or was a director or officer of Registrant
shall be indemnified by the Registrant as of right to the full extent permitted
or authorized by the General Corporation Law of Delaware. Under such law, to the
extent that such person is successful on the merits of defense of a suit or
proceeding brought against such person by reason of the

                                      -2-
fact that such person is a director or officer of the Registrant, such person
shall be indemnified against expenses (including attorneys' fees) reasonably
incurred in connection with such action. If unsuccessful in defense of a
third-party civil suit or a criminal suit is settled, such a person shall be
indemnified under such law against both (1) expenses (including attorneys' fees)
and (2) judgments, fines and amounts paid in settlement if such person acted in
good faith and in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to any
criminal action, had no reasonable cause to believe such person's conduct was
unlawful. If unsuccessful in defense of a suit brought by or in the right of the
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Registrant except that if such a person is adjudicated to be
liable in such suit for negligence or misconduct in the performance of such
person's duty to the Registrant, such person cannot be made whole even for
expenses unless the court determines that such person is fairly and reasonably
entitled to be indemnified for such expenses.

          The officers and directors of the Registrant are covered by officers'
and directors' liability insurance. The policy coverage is $3,000,000, which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $200,000. The Registrant has
entered into Indemnification Agreements with each of its executive officers and
directors. The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature whatsoever (including attorneys' fees and related
disbursements) actually and reasonably incurred in connection with either the
investigation, defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee, as defined.

Item 7.   Exemption from Registration Claimed.
          ------------------------------------

          Not applicable.

Item 8.   Exhibits.
          ---------

Number    Description
------    -----------
4         Vizacom  Inc.  Outside  Director and Advisor  Stock Option Plan,
          as amended to date.  (Incorporated  by  reference  to Exhibit
          10.4 to the Company's Current Report on Form 8-K (Date of Report:
          July 1, 1999) (Commission File Number:  1-14076),  filed with the
          Commission on July 15, 1999.)
5         Opinion and consent of Kaufman & Moomjian, LLC.
23.1      Consent of Kaufman & Moomjian, LLC (included in their opinion
          filed as Exhibit 5).
23.2      Consent of Ernst & Young.
23.3      Consent of Richard A. Eisner & Company, LLP.
24        Powers  of  Attorney  (set  forth on the  Signatures  page to this
          Registration Statement).

Item 9.   Undertakings.
          ------------

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to any of the
provisions described under Item 6 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission (the
"Commission") such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      -3-
The Registrant hereby undertakes that it will:

          (1)  File, during any period in which it offers or sells securities,
          a post-effective amendment to this registration statement to:
               (a)  include any prospectus  required by Section  10(a)(3) of
               the Securities  Act;
               (b)  reflect in the prospectus any facts or events arising after
               the effective date of the Registration  Statement  (or  most
               recent  post-effective   amendment thereof)  which,  individually
               or  in  the  aggregate,   represent  a fundamental  change in the
               information  set forth in the  Registration Statement;
               notwithstanding the forgoing,  any increase or decrease in
               volume of securities  offered (if the total dollar value of
               securities offered would not exceed that which was  registered)
               and any deviation from the low or high end of the estimated
               maximum  offering range may be  reflected  in the form of
               prospectus  filed  with the  Commission pursuant  to Rule  424(b)
               if, in the  aggregate,  the  changes in the volume and price
               represent  no more than a 20% change in the  maximum aggregate
               offering price set forth in the "Calculation of Registration
               Fee" table in the effective Registration Statement; and
               (c)  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, the undertakings set forth in clauses (1)(a) and
          (1)(b) above shall not apply if the information  required to be
          included in a post-effective  amendment by such clauses is  contained
          in periodic  reports  filed with or furnished to the Commission  by
          the  Registrant  pursuant  to  Section  13 or  15(d)  of the
          Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
          that are incorporated by reference in the Registration Statement.

          (2)  For determining any liability under the Securities Act, treat
          each post-effective  amendment as a new registration statement of the
          securities offered,  and the offering of the securities at that time
          to be the initial bona fide offering; and

          (3)  File a post-effective amendment to remove from registration any
          of the securities that remain unsold at the termination of the
          offering.

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

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

                                      -4-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
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 Fairfield, New Jersey on the 14th day of July, 1999.
                                                  VIZACOM INC.

                                       By:       /s/ Mark E. Leininger
                                           -------------------------------------
                                                    Mark E. Leininger
                                           President and Chief Executive Officer

     POWER OF ATTORNEY  Pursuant to the  requirements  of the  Securities Act of
1933, as amended,  this Registration  Statement has been signed on July 14, 1999
by the  following  persons  in  the  capacities  indicated.  Each  person  whose
signature  appears below  constitutes  and appoints Mark E.  Leininger with full
power of substitution,  his/her true and lawful attorney-in-fact and agent to do
any and all acts and  things in his/her  name and on  his/her  behalf in his/her
capacities  indicated  below which he may deem  necessary or advisable to enable
Vizacom  Inc. to comply with the  Securities  Act of 1933,  as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in connection with this Registration Statement including  specifically,  but not
limited  to,  power and  authority  to sign for  him/her in his/her  name in the
capacities  stated  below,  any and  all  amendments  (including  post-effective
amendments)  thereto,  granting unto said  attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person,  hereby  ratifying and  confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

      /s/ Mark E. Leininger
---------------------------------     President, Chief Executive Officer and
       Mark E.  Leininger             Director (Principal Executive Officer)

     /s/ Alan W. Schoenbart
---------------------------------     Vice President - Finance, Chief Financial
         Alan W. Schoenbart           Officer (Principal Accounting and
                                      Financial Officer)

      /s/ Marc E. Jaffe
---------------------------------     Chairman of the Board, Secretary and
          Marc E. Jaffe               Director

     /s/ Norman W. Alexander
---------------------------------     Director
      Norman W. Alexander

---------------------------------     Director
        Werner G. Haase

     /s/ Nein M. Kaufman
---------------------------------     Director
        Neil M. Kaufman

                                      -5-
VIZACOM INC.

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

Number    Description
------    -----------
4         Vizacom Inc. 1994 Outside Director and Advisor Stock Option Plan,
          as amended to date.  (Incorporated by reference to Exhibit 10.4
          to the Company's Current Report on Form 8-K (Date of Report:
          July 1, 1999) (Commission File Number: 1-14076), filed with the
          Commission on July 15, 1999.)
5         Opinion and consent of Kaufman & Moomjian, LLC.
23.1      Consent of Kaufman & Moomjian, LLC (included in their opinion
          filed as Exhibit 5).
23.2      Consent of Ernst & Young.
23.3      Consent of Richard A. Eisner & Company, LLP.
24        Powers of Attorney (set forth on the Signatures page to this
          Registration Statement).

                                      -6-