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


                                    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. 1994 LONG TERM INCENTIVE 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 of        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"). . . . . . . . . .      5,000,000 (2)            $3.875           $19,375,000.00        $5,386.25 (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 14, 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. 1994 Long Term
     Incentive  Plan.
(3)  An aggregate fee of $4,009.00  was  paid  upon the  filing  of the
     Corporation's  Registration Statement  on Form S-8  (Registration  No.
     333-13059)  with respect to the Vizacom Inc. 1994 Long Term Incentive 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 paragraph 1.(a) of
General Instructions A to Form 8-K) 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 142,917 shares granted under the 1994 Long
Term Incentive 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

                                      -2-
<PAGE>

person is successful on the merits of defense of a suit or proceeding brought
against such person by reason of the 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. 1994 Long Term Incentive Plan, as amended to date.
          (Incorporated by reference to Exhibit 10.3 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

                                      -3-
<PAGE>

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.

          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
      Alan W. Schoenbart                Financial 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/ Neil M. Kaufman
----------------------------------      Director
        Neil M. Kaufman

                                      -5-
<PAGE>

                                  VIZACOM INC.

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX


Number    Description
------    -----------
4         Vizacom Inc. 1994 Long Term Incentive Plan, as amended to date.
          (Incorporated by reference to Exhibit 10.3 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": 19677}]
{"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": "333-82959", "film-number": "99665409"}, "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": "SOFTWARE PUBLISHING CORP HOLDINGS INC", "date-changed": "19970916"}, {"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. 1994 LONG TERM INCENTIVE 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 of        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"). . . . . . . . . .      5,000,000 (2)            $3.875           $19,375,000.00        $5,386.25 (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 14, 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. 1994 Long Term
     Incentive  Plan.
(3)  An aggregate fee of $4,009.00  was  paid  upon the  filing  of the
     Corporation's  Registration Statement  on Form S-8  (Registration  No.
     333-13059)  with respect to the Vizacom Inc. 1994 Long Term Incentive 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 paragraph 1.(a) of
General Instructions A to Form 8-K) 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 142,917 shares granted under the 1994 Long
Term Incentive 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

                                      -2-
person is successful on the merits of defense of a suit or proceeding brought
against such person by reason of the 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. 1994 Long Term Incentive Plan, as amended to date.
          (Incorporated by reference to Exhibit 10.3 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

                                      -3-
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.

          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
      Alan W. Schoenbart                Financial 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/ Neil M. Kaufman
----------------------------------      Director
        Neil M. Kaufman

                                      -5-
VIZACOM INC.

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

Number    Description
------    -----------
4         Vizacom Inc. 1994 Long Term Incentive Plan, as amended to date.
          (Incorporated by reference to Exhibit 10.3 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-