<PAGE>



   As filed with the Securities and Exchange Commission on February 4, 1997

                                                     Registration No. 333-_____

_______________________________________________________________________________

                            SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549
                                     ________________

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

                        BOGEN COMMUNICATIONS INTERNATIONAL, INC.
                 (Exact name of registrant as specified in its charter)

                                         Delaware
            (State or other jurisdiction of incorporation or organization)

                                        38-3114641
                         (I.R.S. Employer Identification Number)

                                50 Spring Street
                           Ramsey, New Jersey  07446
                   (Address of principal executive offices)



                       Bogen Communications International, Inc.
                           1996 Incentive Stock Option Plan
                                 (Full Title of Plan)


              Yoav M. Cohen, Chief Financial Officer and Secretary
                    Bogen Communications International, Inc.
                                50 Spring Street
                            Ramsey, New Jersey  07446
                     (Name and address of agent for service)

                                 (201) 934-8500
         (Telephone number, including area code, of agent for service)

                               __________________

                                 Copies to:
                        Stephen T. Burdumy, Esquire
                Klehr, Harrison, Harvey, Branzburg & Ellers
                            1401 Walnut Street


                     Philadelphia, Pennsylvania  19102
                               (215) 568-6060

<PAGE>




                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
________________________________________________________________________________________________
                                           Proposed            Proposed           Amount of
  Title of Securities    Amount to be    Maximum Offering    Maximum Aggregate    Registration
  to be Registered        Registered     Price Per Share      Offering Price          Fee
________________________________________________________________________________________________
<S>                      <C>             <C>                 <C>                  <C>
Common Stock, par
value $.001 per share     1,253,335         $4.0063(1)        $5,021,236.01       $1,521.59

________________________________________________________________________________________________
</TABLE>


(1)  Based on the average of the high and low sale prices of the Registrant's
     Common Stock as reported on the American Stock Exchange on January 31,
     1997, estimated solely for the purpose of calculating the registration fee
     in accordance with Rule 457(c) under the Securities Act of 1933.

<PAGE>


                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS


    A reoffer prospectus prepared in accordance with the requirements of Part I
of Form S-3 is being filed with the Commission as part of this Registration
Statement.  The Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8. 

<PAGE>

PROSPECTUS


                       BOGEN COMMUNICATIONS INTERNATIONAL, INC.
                                   50 Spring Street
                              Ramsey, New Jersey  07446
                                    (201) 934-8500
                         ____________________________________

                           1,253,335 Shares of Common Stock
                         ____________________________________


    The shares (the "Shares") of common stock, par value $.001 per share (the
"Common Stock"), of Bogen Communications International, Inc., formerly European
Gateway Acquisition Corp. (together with its subsidiaries, the "Company") which
are the subject of this Prospectus and which may be sold from time to time
hereunder are shares which may be acquired by certain current or former
officers, employees and directors of the Company and independent contractors and
consultants who perform services for the Company (collectively, the "Selling
Stockholders") (i) upon the exercise of options to purchase such Shares granted
or to be granted to the Selling Stockholders by the Company pursuant to the
Company's 1996 Incentive Stock Option Plan (the "Plan") or (ii) upon the
exercise of options otherwise granted to Selling Shareholders.   See "Selling
Stockholders."

    It is anticipated that the Shares may be offered for sale by one or more of
the Selling Stockholders, in their discretion, on a delayed or continuous basis
from time to time in transactions in the open market at prices prevailing at the
time of sale on the American Stock Exchange (the "AMEX") under the symbol "BGN",
in private transactions at negotiated prices or otherwise.  Such transactions
may be effected directly by the Selling Stockholders, each acting as principal
for such Selling Shareholder's  own account.  Alternatively, such transactions
may be effected through brokers, dealers or other agents designated from time to
time by the Selling Stockholders, and such brokers, dealers or other agents may
receive compensation in the form of customary brokerage commissions or
concessions from the Selling Stockholders or the purchasers of the Shares.  The
Shares held by the Selling Stockholders may also be sold hereunder by brokers,
dealers, banks or other persons or entities who receive such Shares as a pledgee
of any of  the Selling Stockholders.  The Selling Stockholders, brokers who
execute orders on their behalf and other persons who participate in the offering
of the Shares on their behalf may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act") and a portion of the proceeds of sales and commissions or
concessions therefore may be deemed underwriting compensation for purposes of
the Securities Act.  The Company will not receive any part of the proceeds from
the sale of Shares by the Selling Stockholders.

    The Company will pay all costs and expenses incurred by it in connection
with the registration of the Shares under the Securities Act.  The Selling
Stockholders will pay the costs associated with any sales of Shares, including
any discounts, commissions and applicable transfer taxes.

    SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED BY
PURCHASERS OF THE SHARES.
                         ____________________________________

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 February 4, 1997.

<PAGE>

    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
BUY THE SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION.  NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE AS
OF WHICH INFORMATION IS SET FORTH HEREIN.


                                AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy and information statements
and other information can be inspected and copied at prescribed rates at the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices located at 7
World Trade Center, New York, New York 10048, and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511.  The Common Stock of
the Company is listed on the American Stock Exchange, and reports, proxy and
information material and other information concerning the Company may be
inspected at the offices of the American Stock Exchange, 86 Trinity Place, New
York, New York 10006.  Such reports and other information can be reviewed
through the Commission's Electronic Data Gathering Analysis and Retrieval
System, which is publicly available through the Commission's web site
(http:\\www.sec.gov).

    This Prospectus constitutes a part of a registration statement on Form S-8
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act with respect to the securities offered hereby.  This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission.  Reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with respect to
the Company and the securities offered hereby.  Copies of the Registration
Statement and the exhibits thereto are on file at the offices of the Commission
and may be obtained upon payment of the prescribed fee or may be examined
without charge at the Public Reference Section of the Commission described
above.  Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.


                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by the Company with the Commission are
incorporated herein by reference:

    (a)  The Company's Annual Report on Form 10-K (as amended on Form 10-K/A)
         for the fiscal year ended December 31, 1995 (the "1995 Annual
         Report");

    (b)  The Company's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 1996, June 30, 1996 and September 30, 1996; and

    (c)  The description of the Company's Common Stock contained in the
         Company's Registration Statement on Form 8-A, dated September 27,
         1995, including all amendments and reports filed for the purpose of
         updating such description.

    All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents.  Any statement contained

                                      -2-
<PAGE>

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

    The Company will provide without charge to each person, including any
beneficial owner to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all of such documents which are incorporated herein by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates).  Written or oral requests for copies should be directed to Yoav
M. Cohen, Chief Financial Officer and Secretary, Bogen Communications
International, Inc., 50 Spring Street, Ramsey, New Jersey 07446, (201) 934-8500.

                                      -3-

<PAGE>

                                     THE COMPANY


General

    On May 6, 1993 European Gateway Acquisition Corp. was formed as a Specified
Purpose Acquisition Company, with the objective of acquiring a medium-sized
operating business engaged in industrial manufacturing or industrial services
and located in Germany, Switzerland or Austria.  The Company consummated an
initial public offering of 1,550,000 shares of Common Stock and 3,100,000
Warrants on October 15, 1993 and received net proceeds of approximately
$8,120,000 after payment of offering expenses.  A majority of such proceeds
($7,533,000) were held in an interest-bearing trust account and used to finance
the Business Combination referred to below.  As of February 4, 1997, there were
5,758,850 shares of Common Stock and 3,660,000 Warrants outstanding.

    Until April 6, 1995, the Company did not engage in any substantive
commercial business other than evaluating prospective companies for 
acquisition. On such date, the Company entered into an agreement with Geotek
Communications, Inc. ("Geotek"), dated April 6, 1995, as amended (the "Stock
Purchase Agreement"), to acquire controlling interests in two telecommunications
products companies (the "Business Combination," as more fully described below).

    Pursuant to the terms of the Stock Purchase Agreement, on August 21, 1995,
the Company acquired from Geotek (i) approximately 68% of the outstanding
capital of Speech Design GmbH, a Munich, Germany - based corporation ("Speech
Design") which develops, assembles and markets telephone peripherals utilizing
digital voice processing technologies, and an option to purchase the remaining
32% of such capital and (ii) approximately 99% of the outstanding shares of
capital stock of Bogen Corporation, a Delaware corporation ("Bogen"), which,
through its wholly-owned subsidiary, develops, manufactures and sells
telecommunications peripherals and sound processing products.  As consideration
for such acquisitions, the Company issued to Geotek:  (i) 3,701,919 shares of
Common Stock; (ii) 200,000 Warrants; (iii) $7,000,000 in cash and (iv)
convertible promissory notes in the combined principal amount of $3,000,000. 
Furthermore, depending on whether Speech Design and Bogen achieve or fail to
achieve certain earnings goals, the Company may be obligated to make an
additional adjustment payment to Geotek of up to $11 million in cash or Common
Stock or, as the case may be, Geotek may be obligated to make an adjustment
payment to the Company of up to $2.5 million in cash (or at its option, a
ten-year loan in the principal amount of as much as $5 million bearing interest
at 4% per annum).  Geotek also received as consideration the right to receive
70% of any cash proceeds received by the Company upon the exercise of the
3,660,000 Warrants outstanding upon the consummation of the acquisitions. 
Following the Business Combination, Geotek became a holder of approximately a
64% controlling interest in the Company and the Company changed its name to
Bogen Communication International, Inc.  

    As of January 1, 1996, the Stock Purchase Agreement was amended such that
(i) the convertible promissory notes in the combined principal amount of
$3,000,000 were restructured to a promissory note in the principal amount of
$500,000 bearing interest as stated in the initial agreement, (ii) Geotek is no
longer potentially obligated to make an adjustment payment to the Company of
$2.5 million in cash (or a $5 million interest bearing note) and (iii) Geotek
retains its right, commencing February 21, 1997 and terminating one year
thereafter, to purchase $3 million worth of Common Stock at the rate provided in
the convertible promissory note.

    As of the date hereof, the Company's principal assets consist of its
approximately 68% interest in Speech Design and its approximately 99% interest
in Bogen.

    On December 13, 1996, at the Company's Annual Meeting, the Company's
stockholders approved the adoption of the 1996 Incentive Stock Option Plan. 

Speech Design

    Speech Design, located in Munich, Germany, develops, assembles and markets
computerized telecommunications equipment for use with PABXs (corporate
telephone systems).  Founded in 1983, Speech Design pioneered digital voice
processing applications in Germany with several products for voice input and
output in the medical, industrial and communications environments.  Between 1986
and 1992, Speech Design was engaged primarily in selling digital answering
devices for analog cellular telephones.  With the advent of the European GSM
digital

                                      -4-
<PAGE>
standard and the related decline of hardware prices, Speech Design's activities
were refocused from the cellular market to the PABX peripherals market. 
Its product range currently includes music-on-hold, auto attendant, digital
announcer and voice mail peripherals for mid-sized PABX systems.  Speech Design
sells its products in 11 European countries and in the United States.

Bogen

    Bogen, located in Ramsey, New Jersey, develops, manufactures and sells
computerized telecommunications peripherals and sound processing products
through its wholly-owned subsidiary, Bogen Communications, Inc.  Since its
founding in 1932, Bogen has been involved in the communications industry,
concentrating its efforts on the development and sale of equipment for
commercial, industrial, professional and institutional markets and applications.

    Bogen's traditional line of products includes audio amplifiers and related
sound equipment for professional, industrial and commercial systems
applications, such as telephone paging, intercommunications and administrative
communications systems for schools, correctional facilities and other
institutions.  In 1991, Bogen began to develop, manufacture and sell a line of
digitized computerized telecommunication peripherals for PABX systems.  During
1993, Bogen introduced its first digitized, voice processing communication
peripherals for the fast growing SOHO (Small Office Home Office) market.  These
two events refocused Bogen's main efforts on telecommunication peripheral
products for both the PABX and SOHO markets.

    The Company's executive offices are located at 50 Spring Street, Ramsey,
New Jersey 07401, and its telephone number is (201) 934-8500.


                                     RISK FACTORS

         The securities described herein involve a substantial degree of 
risk.  The following factors, in addition to those discussed elsewhere in this
Prospectus or incorporated herein by reference, should be carefully considered
in evaluating the Company and its business prospects before purchasing the
securities offered by this Prospectus.  This Prospectus contains and
incorporates by reference forward-looking statements within the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.  Reference
is made in particular to the discussion under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report on Form 10-K (as amended on Form 10-K/A) for the year ended
December 31, 1995 (the "Form 10-K") and the Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, and
under "Business" in the Form 10-K, incorporated in this Prospectus by reference.
  Such statements are based on current expectations that involve a number of
uncertainties including those set forth in the Risk Factors below.  Actual
results could differ materially from those projected in the forward-looking
statements.

    1.   Recently Organized Company.  Although Bogen has been operating since
1932 and Speech Design since 1983, the Company itself is less than four years
old and had no significant operations prior to August 21, 1995.

    2.   Key Executives.  In November 1995, Eitan Nahum resigned as a director
and as the President and Chief Executive Officer of the Company and in August,
1996, Dov Gal resigned as the Chief Financial Officer of the Company.  Zvi Peled
now serves as the Company's President and Chief Executive Officer and Yoav M.
Cohen now serves as the Company's Chief Financial Officer and Secretary.  The
unexpected loss of services of one or more of the Company's executive officers
could adversely affect the Company.  The Company has not obtained a policy of
insurance on the life of any officer.  The unavailability or death of any of the
officers of the Company could have a material adverse effect upon the Company's
business.

    3.   Competition.  The Company is engaged in an industry characterized by
rapid technological change, rapid growth and intense competition.  Bogen faces
competition from highly focused North American and Japanese competitors.  TOA,
University and PV (Commercial Sound), Rauland-Borg and Dukane (Engineered Sound)
and Premier, Wheelock and Valcom (Telco) are each investing considerable effort
in developing new products and enhancing their competiveness.  The Company's
competitors are well established, have product inventory, financial, marketing,
research and other personnel as well as other resources substantially greater
than the Company's resources, and have more extensive facilities than those
which are now, or in the foreseeable future will become, available to the
Company.
                                      -5-
<PAGE>

    4.   Discontinuation of Product Line.  In December 1995, the Company
decided to phase out Bogen's entire Office Automated Systems product line
because of intense competition from (i) central voice mail services offered by
local telephone companies and answering service companies and (ii) products
which benefitted from better brand recognition in the marketplace and which were
frequently offered at lower retail prices than the Company's products.

    5.   Control by Geotek.  On August 21, 1995, Geotek acquired 3,701,919
newly issued shares of Common Stock and 200,000 Warrants as partial
consideration for its sale to the Company of its approximately 68% interest in
Speech Design and 99% interest in Bogen.  The 3,701,919 shares of Common Stock
issued to Geotek constitute approximately 64% of the total outstanding shares of
the Company's Common Stock (which excludes the 3,660,000 shares of Common Stock
issuable upon exercise of the outstanding Warrants).  Moreover, until at least
October 30, 1997 and up to April 30, 1998, Geotek will have a preemptive right
to own at least 51% of the issued and outstanding shares of Common Stock.  Until
such time, if the Company issues additional shares of Common Stock (including
any shares issued upon exercise of the 3,660,000 outstanding Warrants) and if,
as a result, Geotek's ownership in the Company would fall below 51%, then the
Company is required to grant to Geotek rights to purchase additional shares of
the Company's Common Stock at the market price in order to enable Geotek to
retain a 51% equity interest in the Company.  Geotek also has the right to
purchase its pro rata share of any newly issued Common Stock.  As a controlling
stockholder, Geotek has designated three of its officers to serve on the
Company's Board of Directors, which is composed of a total of seven members. 
Geotek may, at its option, increase the number of directors to nine and
designate an additional director.  As a result, Geotek will be able to control
the affairs and policies of the Company for the foreseeable future.

    6.   No Dividends.  The anticipated capital requirements of the Company are
such that its earnings will likely be applied to such requirements.   Therefore,
the purchasers of the Shares offered hereby may not expect to realize a return
of their investment in the Company's securities in the form of dividends in the
foreseeable future, if ever.

    7.   Economic Conditions.  The industry in which the Company operates is
highly sensitive to general economic conditions.  A depressed economic condition
could result in a decline in demand for the Company's products and thereby have
a material adverse effect on the Company's operations.  

    8.   Limited Patent Protection.  While patent applications have been filed
and are pending with respect to several of the Company's products, there can be
no assurance that such patents, if granted, will provide the Company with
significant protection.  Others could seek to challenge the patents or attempt
to produce like items using different designs or mechanical approaches.

    9.   Changing Technology.  Advances in DSP (digital sound production)
technology are creating opportunities for developers of equipment to offer
better performance at a lower cost.  In addition, some of the features of
Bogen's products are being offered in new generations of competitive products. 
The Company's ability to compete successfully may depend in substantial measure
on its ability to develop or acquire new or improved equipment, techniques and
products and/or to modify and upgrade its existing equipment, techniques and
products, none of which can be assured.

    10.  Foreign Operations.  A significant portion of the Company's existing
business and expansion potential is in foreign markets.  Consequently, the
Company is or may be exposed to various risks, including currency fluctuations,
changes in trade regulations or enforcement policies with respect thereto, or
political instability in certain regions, that affect only international
business operations.


                                   USE OF PROCEEDS

    The Company will not receive any proceeds from the sale of the Shares
offered hereby.  The Selling Stockholders will receive all of the net proceeds
from the sale of the Shares offered hereby.

                                      -6-
<PAGE>

                                 SELLING STOCKHOLDERS

    The following persons are current and former officers and directors of the
Company, each of whom is eligible to sell pursuant to this Prospectus the number
of Shares set forth opposite his or her name in the table below.  In addition,
eligible participants in the Plan may be issued Shares pursuant to the Plan and
may sell such Shares pursuant to this Prospectus.


<TABLE>
<CAPTION>
                                      Pre-Offering                               Post-Offering
                              ---------------------------                ---------------------------

                                  Total                                     Total
                                 Number                                   Number of
                                of Shares                                   Shares
                              Beneficially    Percentage     Shares      Beneficially    Percentage
Selling Stockholders            Owned(1)      of Class(2)    Offered       Owned(3)      of Class(2)
--------------------          ------------    -----------    -------     ------------    -----------
<S>                           <C>             <C>            <C>         <C>             <C>

Zvi Peled, President and CEO       175,000          2.95%    175,000         0               0
of the Company

Menashe Ben-David,                  66,667          1.12%     66,667         0               0
Executive Vice President of
Bogen Communications, Inc.

Yoav M. Cohen, CFO and              50,000          *         50,000         0               0
Secretary of the Company

Leonard Lodish, Director of         10,000          *         10,000         0               0
the Company

David Jan Mitchell, Director of    180,001          3.12%     10,000         170,000         2.95%
the Company (4)

David Chambers                      50,000          *         50,000         0               0

Thomas R. Cowherd                   50,000          *         50,000         0               0

Giora Eyran                         50,000          *         50,000         0               0

Ronen Sacher                        26,667          *         26,667         0               0

Thomas Stuart                       23,334          *         23,334         0               0

Eran Nevo                           15,000          *         15,000         0               0

Dov Gal                             11,667          *         11,667         0               0

Gilbert DeLiso                      10,000          *         10,000         0               0

Silvano Desiderio                   10,000          *         10,000         0               0

Frank J.DiPalma                     10,000          *         10,000         0               0

Bruce Doremus                       10,000          *         10,000         0               0

Ernest Ketterer                     10,000          *         10,000         0               0

Michael Lynes                       10,000          *         10,000         0               0

Thomas Parker                       10,000          *         10,000         0               0

Thomas Silvestri                    10,000          *         10,000         0               0

Christopher Wildfoerster            10,000          *         10,000         0               0

William Gagliardo                    5,000          *          5,000         0               0

Loretta Larsen                       5,000          *          5,000         0               0

Marcus Muncy                         5,000          *          5,000         0               0

Luis Riveros                         5,000          *          5,000         0               0

Eligible Participants in the       605,000          9.36%    605,000         0               0
Plan (5)

_________________________________
</TABLE>
                                      -7-

<PAGE>

* Indicates less than one percent (1%).
                                           
(1)   Assumes exercise of all options to purchase Shares granted to the
      above-listed Selling Stockholders.

(2)   These percentages are calculated in accordance with Section 13(d) of the
      Securities Exchange Act of 1934, as amended, and the rules promulgated
      thereunder based on  5,758,850  shares of Common Stock outstanding as of
      February 4,1997. 

(3)   Assumes offer and sale of all Shares eligible to be offered and sold
      hereby by the Selling Stockholders.

(4)   Includes 75,001 shares directly owned by Mr. Mitchell and 95,000 shares
      beneficially owned by EGAC II, of which Mr. Mitchell is a one-third owner
      and, therefore, may be deemed to beneficially own all of the securities
      beneficially owned by EGAC II (an aggregate total of 95,000 shares).

(5)   Assumes issuance of all shares eligible to be issued under the Plan.

                                      -8-

<PAGE>

                                 PLAN OF DISTRIBUTION

    The Common Stock is listed for trading on the AMEX.  The sale of the Shares
offered hereunder is not being underwritten. The Shares  covered by this
Prospectus may be offered and sold by the Selling Stockholders from time to time
on the AMEX through broker-dealers selected by the Selling Stockholders at
market prices prevailing at the time of sale, in private transactions at
negotiated prices or otherwise.  It is anticipated that such transactions will
be effected without payment of any underwriting commissions or discounts, other
than brokers' commissions or fees customarily paid in connection with such
transactions, which commissions and fees will be borne by the Selling
Stockholders.  

    The Company has agreed to bear the costs of registering the Shares offered
hereby under the Securities Act, but will not receive any of the proceeds from
the sale of such Shares.

    There is no assurance that the Selling Stockholders will sell any or all of
the Shares offered hereby.


                                    LEGAL MATTERS

    The legality of the Shares offered hereby has been passed upon for the
Company by Klehr, Harrison, Harvey, Branzburg & Ellers, Philadelphia,
Pennsylvania.


                                       EXPERTS

    The consolidated financial statements and schedule of the Company appearing
in the Company's 1995 Annual Report have been audited by Coopers & Lybrand
L.L.P., independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference.  Such consolidated financial
statements and schedules have been incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.

                                      -9-

<PAGE>

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

    NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY A SECURITY OTHER THAN THE
SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE HEREOF.


                           ------------------------
                                TABLE OF CONTENTS
                           ------------------------


                                                                           Page
                                                                           ----
Available Information.....................................................    2
Incorporation of Certain
  Documents by Reference...................................................   2
The Company................................................................   4
Risk Factors...............................................................   5
Use of Proceeds............................................................   6
Selling Stockholders.......................................................   7
Plan of Distribution.......................................................   9
Legal Matters..............................................................   9
Experts....................................................................   9


                                1,253,335 Shares

                              BOGEN COMMUNICATIONS
                               INTERNATIONAL, INC.

                                   Common Stock




                             ----------------------
                                   PROSPECTUS
                             ----------------------




                                February 4, 1997

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

<PAGE>


                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 are
incorporated into this Registration Statement by reference: 
                                           
           1.    The Company's Annual Report on Form 10-K (as amended on
Form 10-K/A) for the fiscal year ended December 31, 1995; 

           2.    The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; and

           3.    The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated September 27, 1995,
including all amendments and reports filed for the purpose of updating such
description.

           All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents.  Any statement contained in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.


Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Not applicable.

Item 6.    Indemnification of Directors and Officers.

           Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to 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 such person is or was a director, officer, employee or
agent of such corporation or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that 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 corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's conduct
was unlawful.  A Delaware corporation may indemnify directors, officers,
employees and other agents of such corporation in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the corporation  Where a director, officer, employee
or agent of the corporation is successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to above or in defense of
any claim, issue or matter therein, the corporation must indemnify such person
against the expenses (including attorneys' fees) which he or she actually and
reasonably incurred in connection therewith.

                                      II-1

<PAGE>

           The Company's By-laws and Certificate of Incorporation, as amended,
contain provisions that provide for indemnification of officers and directors,
and their heirs and distributees, to the full extent permitted by, and in the
manner permissible under, the DGCL.

           As permitted by Section 102(b)(7) of the DGCL, the Company's
Certificate of Incorporation, as amended, contains a provision eliminating the
personal liability of a director to the registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, subject to certain
exceptions.

Item 7.    Exemption from Registration Claimed.  

           Any restricted securities to be offered or resold pursuant to this
Registration Statement are exempt under Section 4(2) of the Securities Act of
1933, as amended, as a non-public offering of securities.

Item 8.    Exhibits.


Exhibit No.                  Description
-----------                  -----------

    4      Bogen Communications International, Inc. 1996 Incentive Stock Option
           Plan.

    5      Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers with respect
           to the legality of the shares of Common Stock being registered
           hereunder.

    23     Consent of Coopers & Lybrand L.L.P., independent auditors, with
           respect to the consolidated financial statements and schedules of
           Bogen Communications International, Inc.

    24     Powers of Attorney (included in the signature pages hereto).


Item 9.    Undertakings.

(a)   The Company hereby undertakes:

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

      (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 this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;

      (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (a) (1)(i) and (a) (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this 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.

      (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.

                                      II-2

<PAGE>

      (4)  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(b)    Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to its Certificate of Incorporation, its by-laws, or
otherwise, the Company 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of 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.

                                     II-3

<PAGE>

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ramsey, State of New Jersey, on this 3rd day of
February, 1997.


                             BOGEN COMMUNICATIONS INTERNATIONAL, INC.


                                   BY: /s/ Zvi Peled
                                      ____________________________
                                      Zvi Peled, President 
                                      and Chief Executive Officer 


                                    POWER OF ATTORNEY

    Each of the undersigned officers and directors of Bogen Communications
International, Inc. whose signature appears below hereby appoints Zvi Peled,
Yoav M. Cohen and Yaron Eitan, jointly and each individually, as true and lawful
attorneys-in-fact for the undersigned with full power of substitution, to
execute in his name and on his behalf in each capacity stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
as the attorney-in-fact shall deem appropriate, and to cause to be filed any
such amendment (including exhibits thereto and other documents in connection
therewith) to this Registration Statement with the Securities and Exchange
Commission, as fully and to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or any of them, may lawfully do or cause to be done by virtue
hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 3rd day of February, 1997.


    Signature                   Title(s)                        Date
    ---------                   --------                        ----


/s/ Yaron Eitan
______________________
Yaron Eitan             Chairman of the Board, Chairman of    February 4, 1997
                        the Executive Committee and
                        Director

______________________
Yoram Bibring           Director                               February __, 1997

/s/ Leonard Lodish
______________________
Leonard Lodish          Director                               February 4, 1997

/s/ Michael McCoy
______________________
Michael McCoy           Director                               February 4, 1997

______________________
David Jan Mitchell      Director                               February __, 1997

/s/ Joram Rosenfeld
______________________
Joram Rosenfeld         Director                               February 4, 1997

<PAGE>

/s/ Yoav Stern
____________________  Director                               February 4, 1997
Yoav Stern

/s/ Zvi Peled
____________________  President and Chief Executive Officer  February 4, 1997
Zvi Peled

/s/ Yoav M. Cohen
____________________
Yoav M. Cohen         Secretary and Chief Financial Officer  February 4, 1997
                      (Principal Accounting and Financial
                      Officer)

<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number              Description 
-------             -----------

4                   Bogen Communications International, Inc. 1996 Incentive
                    Stock Option Plan. 


5                   Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers with
                    respect to the legality of the shares of Common Stock being
                    registered hereunder. 


23                  Consent of Coopers & Lybrand L.L.P., independent auditors,
                    with respect to the consolidated financial statements and
                    schedules of Bogen Communications International, Inc.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 49392}]
{"company-data": {"conformed-name": "BOGEN COMMUNICATIONS INTERNATIONAL INC", "cik": "0000908517", "assigned-sic": "3661", "irs-number": "383114641", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21245", "film-number": "97519292"}, "business-address": {"street1": "50 SPRING ST", "street2": "C/O MITCHELL & CO INC", "city": "RAMSEY", "state": "NJ", "zip": "07446", "phone": "2019348500"}, "mail-address": {"street1": "50 SPRING STREET", "city": "RAMSEY", "state": "NJ", "zip": "07446"}, "former-company": {"former-conformed-name": "EUROPEAN GATEWAY ACQUISITION CORP", "date-changed": "19930701"}}
As filed with the Securities and Exchange Commission on February 4, 1997

                                                     Registration No. 333-_____

_______________________________________________________________________________

                            SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549
                                     ________________

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

                        BOGEN COMMUNICATIONS INTERNATIONAL, INC.
                 (Exact name of registrant as specified in its charter)

                                         Delaware
            (State or other jurisdiction of incorporation or organization)

                                        38-3114641
                         (I.R.S. Employer Identification Number)

                                50 Spring Street
                           Ramsey, New Jersey  07446
                   (Address of principal executive offices)

                       Bogen Communications International, Inc.
                           1996 Incentive Stock Option Plan
                                 (Full Title of Plan)

              Yoav M. Cohen, Chief Financial Officer and Secretary
                    Bogen Communications International, Inc.
                                50 Spring Street
                            Ramsey, New Jersey  07446
                     (Name and address of agent for service)

                                 (201) 934-8500
         (Telephone number, including area code, of agent for service)

                               __________________

                                 Copies to:
                        Stephen T. Burdumy, Esquire
                Klehr, Harrison, Harvey, Branzburg & Ellers
                            1401 Walnut Street

                     Philadelphia, Pennsylvania  19102
                               (215) 568-6060
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________________________
                                           Proposed            Proposed           Amount of
  Title of Securities    Amount to be    Maximum Offering    Maximum Aggregate    Registration
  to be Registered        Registered     Price Per Share      Offering Price          Fee
________________________________________________________________________________________________
Common Stock, par
value $.001 per share     1,253,335         $4.0063(1)        $5,021,236.01       $1,521.59

________________________________________________________________________________________________
(1)  Based on the average of the high and low sale prices of the Registrant's
     Common Stock as reported on the American Stock Exchange on January 31,
     1997, estimated solely for the purpose of calculating the registration fee
     in accordance with Rule 457(c) under the Securities Act of 1933.
PART I

                       INFORMATION REQUIRED IN PROSPECTUS

    A reoffer prospectus prepared in accordance with the requirements of Part I
of Form S-3 is being filed with the Commission as part of this Registration
Statement.  The Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
PROSPECTUS

                       BOGEN COMMUNICATIONS INTERNATIONAL, INC.
                                   50 Spring Street
                              Ramsey, New Jersey  07446
                                    (201) 934-8500
                         ____________________________________

                           1,253,335 Shares of Common Stock
                         ____________________________________

    The shares (the "Shares") of common stock, par value $.001 per share (the
"Common Stock"), of Bogen Communications International, Inc., formerly European
Gateway Acquisition Corp. (together with its subsidiaries, the "Company") which
are the subject of this Prospectus and which may be sold from time to time
hereunder are shares which may be acquired by certain current or former
officers, employees and directors of the Company and independent contractors and
consultants who perform services for the Company (collectively, the "Selling
Stockholders") (i) upon the exercise of options to purchase such Shares granted
or to be granted to the Selling Stockholders by the Company pursuant to the
Company's 1996 Incentive Stock Option Plan (the "Plan") or (ii) upon the
exercise of options otherwise granted to Selling Shareholders.   See "Selling
Stockholders."

    It is anticipated that the Shares may be offered for sale by one or more of
the Selling Stockholders, in their discretion, on a delayed or continuous basis
from time to time in transactions in the open market at prices prevailing at the
time of sale on the American Stock Exchange (the "AMEX") under the symbol "BGN",
in private transactions at negotiated prices or otherwise.  Such transactions
may be effected directly by the Selling Stockholders, each acting as principal
for such Selling Shareholder's  own account.  Alternatively, such transactions
may be effected through brokers, dealers or other agents designated from time to
time by the Selling Stockholders, and such brokers, dealers or other agents may
receive compensation in the form of customary brokerage commissions or
concessions from the Selling Stockholders or the purchasers of the Shares.  The
Shares held by the Selling Stockholders may also be sold hereunder by brokers,
dealers, banks or other persons or entities who receive such Shares as a pledgee
of any of  the Selling Stockholders.  The Selling Stockholders, brokers who
execute orders on their behalf and other persons who participate in the offering
of the Shares on their behalf may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act") and a portion of the proceeds of sales and commissions or
concessions therefore may be deemed underwriting compensation for purposes of
the Securities Act.  The Company will not receive any part of the proceeds from
the sale of Shares by the Selling Stockholders.

    The Company will pay all costs and expenses incurred by it in connection
with the registration of the Shares under the Securities Act.  The Selling
Stockholders will pay the costs associated with any sales of Shares, including
any discounts, commissions and applicable transfer taxes.

    SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED BY
PURCHASERS OF THE SHARES.
                         ____________________________________

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 February 4, 1997.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
BUY THE SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION.  NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE AS
OF WHICH INFORMATION IS SET FORTH HEREIN.

                                AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy and information statements
and other information can be inspected and copied at prescribed rates at the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices located at 7
World Trade Center, New York, New York 10048, and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511.  The Common Stock of
the Company is listed on the American Stock Exchange, and reports, proxy and
information material and other information concerning the Company may be
inspected at the offices of the American Stock Exchange, 86 Trinity Place, New
York, New York 10006.  Such reports and other information can be reviewed
through the Commission's Electronic Data Gathering Analysis and Retrieval
System, which is publicly available through the Commission's web site
(http:\\www.sec.gov).

    This Prospectus constitutes a part of a registration statement on Form S-8
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act with respect to the securities offered hereby.  This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission.  Reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with respect to
the Company and the securities offered hereby.  Copies of the Registration
Statement and the exhibits thereto are on file at the offices of the Commission
and may be obtained upon payment of the prescribed fee or may be examined
without charge at the Public Reference Section of the Commission described
above.  Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.

                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by the Company with the Commission are
incorporated herein by reference:

    (a)  The Company's Annual Report on Form 10-K (as amended on Form 10-K/A)
         for the fiscal year ended December 31, 1995 (the "1995 Annual
         Report");

    (b)  The Company's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 1996, June 30, 1996 and September 30, 1996; and

    (c)  The description of the Company's Common Stock contained in the
         Company's Registration Statement on Form 8-A, dated September 27,
         1995, including all amendments and reports filed for the purpose of
         updating such description.

    All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents.  Any statement contained

                                      -2-
in a document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is
or is deemed to be incorporated by reference herein, modifies or supersedes
such statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

    The Company will provide without charge to each person, including any
beneficial owner to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all of such documents which are incorporated herein by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates).  Written or oral requests for copies should be directed to Yoav
M. Cohen, Chief Financial Officer and Secretary, Bogen Communications
International, Inc., 50 Spring Street, Ramsey, New Jersey 07446, (201) 934-8500.

                                      -3-
THE COMPANY

General

    On May 6, 1993 European Gateway Acquisition Corp. was formed as a Specified
Purpose Acquisition Company, with the objective of acquiring a medium-sized
operating business engaged in industrial manufacturing or industrial services
and located in Germany, Switzerland or Austria.  The Company consummated an
initial public offering of 1,550,000 shares of Common Stock and 3,100,000
Warrants on October 15, 1993 and received net proceeds of approximately
$8,120,000 after payment of offering expenses.  A majority of such proceeds
($7,533,000) were held in an interest-bearing trust account and used to finance
the Business Combination referred to below.  As of February 4, 1997, there were
5,758,850 shares of Common Stock and 3,660,000 Warrants outstanding.

    Until April 6, 1995, the Company did not engage in any substantive
commercial business other than evaluating prospective companies for 
acquisition. On such date, the Company entered into an agreement with Geotek
Communications, Inc. ("Geotek"), dated April 6, 1995, as amended (the "Stock
Purchase Agreement"), to acquire controlling interests in two telecommunications
products companies (the "Business Combination," as more fully described below).

    Pursuant to the terms of the Stock Purchase Agreement, on August 21, 1995,
the Company acquired from Geotek (i) approximately 68% of the outstanding
capital of Speech Design GmbH, a Munich, Germany - based corporation ("Speech
Design") which develops, assembles and markets telephone peripherals utilizing
digital voice processing technologies, and an option to purchase the remaining
32% of such capital and (ii) approximately 99% of the outstanding shares of
capital stock of Bogen Corporation, a Delaware corporation ("Bogen"), which,
through its wholly-owned subsidiary, develops, manufactures and sells
telecommunications peripherals and sound processing products.  As consideration
for such acquisitions, the Company issued to Geotek:  (i) 3,701,919 shares of
Common Stock; (ii) 200,000 Warrants; (iii) $7,000,000 in cash and (iv)
convertible promissory notes in the combined principal amount of $3,000,000. 
Furthermore, depending on whether Speech Design and Bogen achieve or fail to
achieve certain earnings goals, the Company may be obligated to make an
additional adjustment payment to Geotek of up to $11 million in cash or Common
Stock or, as the case may be, Geotek may be obligated to make an adjustment
payment to the Company of up to $2.5 million in cash (or at its option, a
ten-year loan in the principal amount of as much as $5 million bearing interest
at 4% per annum).  Geotek also received as consideration the right to receive
70% of any cash proceeds received by the Company upon the exercise of the
3,660,000 Warrants outstanding upon the consummation of the acquisitions. 
Following the Business Combination, Geotek became a holder of approximately a
64% controlling interest in the Company and the Company changed its name to
Bogen Communication International, Inc.  

    As of January 1, 1996, the Stock Purchase Agreement was amended such that
(i) the convertible promissory notes in the combined principal amount of
$3,000,000 were restructured to a promissory note in the principal amount of
$500,000 bearing interest as stated in the initial agreement, (ii) Geotek is no
longer potentially obligated to make an adjustment payment to the Company of
$2.5 million in cash (or a $5 million interest bearing note) and (iii) Geotek
retains its right, commencing February 21, 1997 and terminating one year
thereafter, to purchase $3 million worth of Common Stock at the rate provided in
the convertible promissory note.

    As of the date hereof, the Company's principal assets consist of its
approximately 68% interest in Speech Design and its approximately 99% interest
in Bogen.

    On December 13, 1996, at the Company's Annual Meeting, the Company's
stockholders approved the adoption of the 1996 Incentive Stock Option Plan. 

Speech Design

    Speech Design, located in Munich, Germany, develops, assembles and markets
computerized telecommunications equipment for use with PABXs (corporate
telephone systems).  Founded in 1983, Speech Design pioneered digital voice
processing applications in Germany with several products for voice input and
output in the medical, industrial and communications environments.  Between 1986
and 1992, Speech Design was engaged primarily in selling digital answering
devices for analog cellular telephones.  With the advent of the European GSM
digital

                                      -4-
standard and the related decline of hardware prices, Speech Design's activities
were refocused from the cellular market to the PABX peripherals market. 
Its product range currently includes music-on-hold, auto attendant, digital
announcer and voice mail peripherals for mid-sized PABX systems.  Speech Design
sells its products in 11 European countries and in the United States.

Bogen

    Bogen, located in Ramsey, New Jersey, develops, manufactures and sells
computerized telecommunications peripherals and sound processing products
through its wholly-owned subsidiary, Bogen Communications, Inc.  Since its
founding in 1932, Bogen has been involved in the communications industry,
concentrating its efforts on the development and sale of equipment for
commercial, industrial, professional and institutional markets and applications.

    Bogen's traditional line of products includes audio amplifiers and related
sound equipment for professional, industrial and commercial systems
applications, such as telephone paging, intercommunications and administrative
communications systems for schools, correctional facilities and other
institutions.  In 1991, Bogen began to develop, manufacture and sell a line of
digitized computerized telecommunication peripherals for PABX systems.  During
1993, Bogen introduced its first digitized, voice processing communication
peripherals for the fast growing SOHO (Small Office Home Office) market.  These
two events refocused Bogen's main efforts on telecommunication peripheral
products for both the PABX and SOHO markets.

    The Company's executive offices are located at 50 Spring Street, Ramsey,
New Jersey 07401, and its telephone number is (201) 934-8500.

                                     RISK FACTORS

         The securities described herein involve a substantial degree of 
risk.  The following factors, in addition to those discussed elsewhere in this
Prospectus or incorporated herein by reference, should be carefully considered
in evaluating the Company and its business prospects before purchasing the
securities offered by this Prospectus.  This Prospectus contains and
incorporates by reference forward-looking statements within the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.  Reference
is made in particular to the discussion under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report on Form 10-K (as amended on Form 10-K/A) for the year ended
December 31, 1995 (the "Form 10-K") and the Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, and
under "Business" in the Form 10-K, incorporated in this Prospectus by reference.
  Such statements are based on current expectations that involve a number of
uncertainties including those set forth in the Risk Factors below.  Actual
results could differ materially from those projected in the forward-looking
statements.

    1.   Recently Organized Company.  Although Bogen has been operating since
1932 and Speech Design since 1983, the Company itself is less than four years
old and had no significant operations prior to August 21, 1995.

    2.   Key Executives.  In November 1995, Eitan Nahum resigned as a director
and as the President and Chief Executive Officer of the Company and in August,
1996, Dov Gal resigned as the Chief Financial Officer of the Company.  Zvi Peled
now serves as the Company's President and Chief Executive Officer and Yoav M.
Cohen now serves as the Company's Chief Financial Officer and Secretary.  The
unexpected loss of services of one or more of the Company's executive officers
could adversely affect the Company.  The Company has not obtained a policy of
insurance on the life of any officer.  The unavailability or death of any of the
officers of the Company could have a material adverse effect upon the Company's
business.

    3.   Competition.  The Company is engaged in an industry characterized by
rapid technological change, rapid growth and intense competition.  Bogen faces
competition from highly focused North American and Japanese competitors.  TOA,
University and PV (Commercial Sound), Rauland-Borg and Dukane (Engineered Sound)
and Premier, Wheelock and Valcom (Telco) are each investing considerable effort
in developing new products and enhancing their competiveness.  The Company's
competitors are well established, have product inventory, financial, marketing,
research and other personnel as well as other resources substantially greater
than the Company's resources, and have more extensive facilities than those
which are now, or in the foreseeable future will become, available to the
Company.
                                      -5-
4.   Discontinuation of Product Line.  In December 1995, the Company
decided to phase out Bogen's entire Office Automated Systems product line
because of intense competition from (i) central voice mail services offered by
local telephone companies and answering service companies and (ii) products
which benefitted from better brand recognition in the marketplace and which were
frequently offered at lower retail prices than the Company's products.

    5.   Control by Geotek.  On August 21, 1995, Geotek acquired 3,701,919
newly issued shares of Common Stock and 200,000 Warrants as partial
consideration for its sale to the Company of its approximately 68% interest in
Speech Design and 99% interest in Bogen.  The 3,701,919 shares of Common Stock
issued to Geotek constitute approximately 64% of the total outstanding shares of
the Company's Common Stock (which excludes the 3,660,000 shares of Common Stock
issuable upon exercise of the outstanding Warrants).  Moreover, until at least
October 30, 1997 and up to April 30, 1998, Geotek will have a preemptive right
to own at least 51% of the issued and outstanding shares of Common Stock.  Until
such time, if the Company issues additional shares of Common Stock (including
any shares issued upon exercise of the 3,660,000 outstanding Warrants) and if,
as a result, Geotek's ownership in the Company would fall below 51%, then the
Company is required to grant to Geotek rights to purchase additional shares of
the Company's Common Stock at the market price in order to enable Geotek to
retain a 51% equity interest in the Company.  Geotek also has the right to
purchase its pro rata share of any newly issued Common Stock.  As a controlling
stockholder, Geotek has designated three of its officers to serve on the
Company's Board of Directors, which is composed of a total of seven members. 
Geotek may, at its option, increase the number of directors to nine and
designate an additional director.  As a result, Geotek will be able to control
the affairs and policies of the Company for the foreseeable future.

    6.   No Dividends.  The anticipated capital requirements of the Company are
such that its earnings will likely be applied to such requirements.   Therefore,
the purchasers of the Shares offered hereby may not expect to realize a return
of their investment in the Company's securities in the form of dividends in the
foreseeable future, if ever.

    7.   Economic Conditions.  The industry in which the Company operates is
highly sensitive to general economic conditions.  A depressed economic condition
could result in a decline in demand for the Company's products and thereby have
a material adverse effect on the Company's operations.  

    8.   Limited Patent Protection.  While patent applications have been filed
and are pending with respect to several of the Company's products, there can be
no assurance that such patents, if granted, will provide the Company with
significant protection.  Others could seek to challenge the patents or attempt
to produce like items using different designs or mechanical approaches.

    9.   Changing Technology.  Advances in DSP (digital sound production)
technology are creating opportunities for developers of equipment to offer
better performance at a lower cost.  In addition, some of the features of
Bogen's products are being offered in new generations of competitive products. 
The Company's ability to compete successfully may depend in substantial measure
on its ability to develop or acquire new or improved equipment, techniques and
products and/or to modify and upgrade its existing equipment, techniques and
products, none of which can be assured.

    10.  Foreign Operations.  A significant portion of the Company's existing
business and expansion potential is in foreign markets.  Consequently, the
Company is or may be exposed to various risks, including currency fluctuations,
changes in trade regulations or enforcement policies with respect thereto, or
political instability in certain regions, that affect only international
business operations.

                                   USE OF PROCEEDS

    The Company will not receive any proceeds from the sale of the Shares
offered hereby.  The Selling Stockholders will receive all of the net proceeds
from the sale of the Shares offered hereby.

                                      -6-
SELLING STOCKHOLDERS

    The following persons are current and former officers and directors of the
Company, each of whom is eligible to sell pursuant to this Prospectus the number
of Shares set forth opposite his or her name in the table below.  In addition,
eligible participants in the Plan may be issued Shares pursuant to the Plan and
may sell such Shares pursuant to this Prospectus.
Pre-Offering                               Post-Offering
                              ---------------------------                ---------------------------

                                  Total                                     Total
                                 Number                                   Number of
                                of Shares                                   Shares
                              Beneficially    Percentage     Shares      Beneficially    Percentage
Selling Stockholders            Owned(1)      of Class(2)    Offered       Owned(3)      of Class(2)
--------------------          ------------    -----------    -------     ------------    -----------
Zvi Peled, President and CEO       175,000          2.95%    175,000         0               0
of the Company

Menashe Ben-David,                  66,667          1.12%     66,667         0               0
Executive Vice President of
Bogen Communications, Inc.

Yoav M. Cohen, CFO and              50,000          *         50,000         0               0
Secretary of the Company

Leonard Lodish, Director of         10,000          *         10,000         0               0
the Company

David Jan Mitchell, Director of    180,001          3.12%     10,000         170,000         2.95%
the Company (4)

David Chambers                      50,000          *         50,000         0               0

Thomas R. Cowherd                   50,000          *         50,000         0               0

Giora Eyran                         50,000          *         50,000         0               0

Ronen Sacher                        26,667          *         26,667         0               0

Thomas Stuart                       23,334          *         23,334         0               0

Eran Nevo                           15,000          *         15,000         0               0

Dov Gal                             11,667          *         11,667         0               0

Gilbert DeLiso                      10,000          *         10,000         0               0

Silvano Desiderio                   10,000          *         10,000         0               0

Frank J.DiPalma                     10,000          *         10,000         0               0

Bruce Doremus                       10,000          *         10,000         0               0

Ernest Ketterer                     10,000          *         10,000         0               0

Michael Lynes                       10,000          *         10,000         0               0

Thomas Parker                       10,000          *         10,000         0               0

Thomas Silvestri                    10,000          *         10,000         0               0

Christopher Wildfoerster            10,000          *         10,000         0               0

William Gagliardo                    5,000          *          5,000         0               0

Loretta Larsen                       5,000          *          5,000         0               0

Marcus Muncy                         5,000          *          5,000         0               0

Luis Riveros                         5,000          *          5,000         0               0

Eligible Participants in the       605,000          9.36%    605,000         0               0
Plan (5)

_________________________________
-7-
* Indicates less than one percent (1%).
                                           
(1)   Assumes exercise of all options to purchase Shares granted to the
      above-listed Selling Stockholders.

(2)   These percentages are calculated in accordance with Section 13(d) of the
      Securities Exchange Act of 1934, as amended, and the rules promulgated
      thereunder based on  5,758,850  shares of Common Stock outstanding as of
      February 4,1997. 

(3)   Assumes offer and sale of all Shares eligible to be offered and sold
      hereby by the Selling Stockholders.

(4)   Includes 75,001 shares directly owned by Mr. Mitchell and 95,000 shares
      beneficially owned by EGAC II, of which Mr. Mitchell is a one-third owner
      and, therefore, may be deemed to beneficially own all of the securities
      beneficially owned by EGAC II (an aggregate total of 95,000 shares).

(5)   Assumes issuance of all shares eligible to be issued under the Plan.

                                      -8-
PLAN OF DISTRIBUTION

    The Common Stock is listed for trading on the AMEX.  The sale of the Shares
offered hereunder is not being underwritten. The Shares  covered by this
Prospectus may be offered and sold by the Selling Stockholders from time to time
on the AMEX through broker-dealers selected by the Selling Stockholders at
market prices prevailing at the time of sale, in private transactions at
negotiated prices or otherwise.  It is anticipated that such transactions will
be effected without payment of any underwriting commissions or discounts, other
than brokers' commissions or fees customarily paid in connection with such
transactions, which commissions and fees will be borne by the Selling
Stockholders.  

    The Company has agreed to bear the costs of registering the Shares offered
hereby under the Securities Act, but will not receive any of the proceeds from
the sale of such Shares.

    There is no assurance that the Selling Stockholders will sell any or all of
the Shares offered hereby.

                                    LEGAL MATTERS

    The legality of the Shares offered hereby has been passed upon for the
Company by Klehr, Harrison, Harvey, Branzburg & Ellers, Philadelphia,
Pennsylvania.

                                       EXPERTS

    The consolidated financial statements and schedule of the Company appearing
in the Company's 1995 Annual Report have been audited by Coopers & Lybrand
L.L.P., independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference.  Such consolidated financial
statements and schedules have been incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.

                                      -9-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

    NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY A SECURITY OTHER THAN THE
SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE HEREOF.

                           ------------------------
                                TABLE OF CONTENTS
                           ------------------------

                                                                           Page
                                                                           ----
Available Information.....................................................    2
Incorporation of Certain
  Documents by Reference...................................................   2
The Company................................................................   4
Risk Factors...............................................................   5
Use of Proceeds............................................................   6
Selling Stockholders.......................................................   7
Plan of Distribution.......................................................   9
Legal Matters..............................................................   9
Experts....................................................................   9

                                1,253,335 Shares

                              BOGEN COMMUNICATIONS
                               INTERNATIONAL, INC.

                                   Common Stock

                             ----------------------
                                   PROSPECTUS
                             ----------------------

                                February 4, 1997

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 are
incorporated into this Registration Statement by reference: 
                                           
           1.    The Company's Annual Report on Form 10-K (as amended on
Form 10-K/A) for the fiscal year ended December 31, 1995; 

           2.    The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; and

           3.    The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated September 27, 1995,
including all amendments and reports filed for the purpose of updating such
description.

           All documents filed pursuant to Section 13(a), 13(c), 14 or 15 (d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
completion or termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents.  Any statement contained in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Not applicable.

Item 6.    Indemnification of Directors and Officers.

           Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to 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 such person is or was a director, officer, employee or
agent of such corporation or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that 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 corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's conduct
was unlawful.  A Delaware corporation may indemnify directors, officers,
employees and other agents of such corporation in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the corporation  Where a director, officer, employee
or agent of the corporation is successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to above or in defense of
any claim, issue or matter therein, the corporation must indemnify such person
against the expenses (including attorneys' fees) which he or she actually and
reasonably incurred in connection therewith.

                                      II-1
The Company's By-laws and Certificate of Incorporation, as amended,
contain provisions that provide for indemnification of officers and directors,
and their heirs and distributees, to the full extent permitted by, and in the
manner permissible under, the DGCL.

           As permitted by Section 102(b)(7) of the DGCL, the Company's
Certificate of Incorporation, as amended, contains a provision eliminating the
personal liability of a director to the registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, subject to certain
exceptions.

Item 7.    Exemption from Registration Claimed.  

           Any restricted securities to be offered or resold pursuant to this
Registration Statement are exempt under Section 4(2) of the Securities Act of
1933, as amended, as a non-public offering of securities.

Item 8.    Exhibits.

Exhibit No.                  Description
-----------                  -----------

    4      Bogen Communications International, Inc. 1996 Incentive Stock Option
           Plan.

    5      Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers with respect
           to the legality of the shares of Common Stock being registered
           hereunder.

    23     Consent of Coopers & Lybrand L.L.P., independent auditors, with
           respect to the consolidated financial statements and schedules of
           Bogen Communications International, Inc.

    24     Powers of Attorney (included in the signature pages hereto).

Item 9.    Undertakings.

(a)   The Company hereby undertakes:

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

      (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 this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;

      (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (a) (1)(i) and (a) (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this 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.

      (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.

                                      II-2
(4)  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(b)    Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to its Certificate of Incorporation, its by-laws, or
otherwise, the Company 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of 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.

                                     II-3
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ramsey, State of New Jersey, on this 3rd day of
February, 1997.

                             BOGEN COMMUNICATIONS INTERNATIONAL, INC.

                                   BY: /s/ Zvi Peled
                                      ____________________________
                                      Zvi Peled, President 
                                      and Chief Executive Officer 

                                    POWER OF ATTORNEY

    Each of the undersigned officers and directors of Bogen Communications
International, Inc. whose signature appears below hereby appoints Zvi Peled,
Yoav M. Cohen and Yaron Eitan, jointly and each individually, as true and lawful
attorneys-in-fact for the undersigned with full power of substitution, to
execute in his name and on his behalf in each capacity stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
as the attorney-in-fact shall deem appropriate, and to cause to be filed any
such amendment (including exhibits thereto and other documents in connection
therewith) to this Registration Statement with the Securities and Exchange
Commission, as fully and to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or any of them, may lawfully do or cause to be done by virtue
hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 3rd day of February, 1997.

    Signature                   Title(s)                        Date
    ---------                   --------                        ----

/s/ Yaron Eitan
______________________
Yaron Eitan             Chairman of the Board, Chairman of    February 4, 1997
                        the Executive Committee and
                        Director

______________________
Yoram Bibring           Director                               February __, 1997

/s/ Leonard Lodish
______________________
Leonard Lodish          Director                               February 4, 1997

/s/ Michael McCoy
______________________
Michael McCoy           Director                               February 4, 1997

______________________
David Jan Mitchell      Director                               February __, 1997

/s/ Joram Rosenfeld
______________________
Joram Rosenfeld         Director                               February 4, 1997
/s/ Yoav Stern
____________________  Director                               February 4, 1997
Yoav Stern

/s/ Zvi Peled
____________________  President and Chief Executive Officer  February 4, 1997
Zvi Peled

/s/ Yoav M. Cohen
____________________
Yoav M. Cohen         Secretary and Chief Financial Officer  February 4, 1997
                      (Principal Accounting and Financial
                      Officer)
EXHIBIT INDEX

Exhibit
Number              Description 
-------             -----------

4                   Bogen Communications International, Inc. 1996 Incentive
                    Stock Option Plan. 

5                   Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers with
                    respect to the legality of the shares of Common Stock being
                    registered hereunder. 

23                  Consent of Coopers & Lybrand L.L.P., independent auditors,
                    with respect to the consolidated financial statements and
                    schedules of Bogen Communications International, Inc.