No. 333-
                           --------------------------
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                          ----------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           The Securities Act of 1933


                           VIDEO SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)
                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)



                                   13-3735647
                                (I.R.S. Employer
                             Identification Number)
                          -----------------------------

                               240 Pegasus Avenue
                           Northvale, New Jersey 07647
                                 (201) 767-1000

                   (Address, including zip code, and telephone
                         number, including area code, of
                    registrant's principal executive offices)

            Video Services Corporation 1997 Long Term Incentive Plan


        Video Services Corporation 1999 Non-Employee Director Stock Plan


                            (Full title of the plan)


                               Louis H. Siracusano
                           Video Services Corporation
                               240 Pegasus Avenue
                           Northvale, New Jersey 07647
                                 (201) 767-1000

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                          -----------------------------
                                    Copy to:
                                Javier Hernandez
                       Gordon Altman Weitzen Shalov & Wein
                              114 West 47th Street
                            New York, New York 10036
                                 (212) 626-0858
                          -----------------------------


                         Calculation of Registration Fee


<TABLE>
<S>                                                                                             <C>


Title of securities    Amount to be   Proposed maximum offering  Proposed maximum aggregate     Amount of
to be registered       registered     price per share(1)         offering price(1)              registration fee
Common Stock, $.01
par value . . . . .    855,000(2)          $3.11                      $2,659,050                  $739.22
==================== ============== ==========================   ==========================  ===================



</TABLE>







<PAGE>











(1) Estimated  solely for the purposes of calculating the  registration  fee and
based (a) pursuant to Rule 457(h),  as to the 478,000  shares  purchasable  upon
exercise of outstanding  options under the 1997 Plan,  upon the average price at
which such options may be exercised,  (b) as to the 22,000 shares  granted under
the Director Stock Plan, upon the market value of the Registrant's  Common Stock
at the time of grant,  and (c)  pursuant  to Rule  457(c),  as to the  remaining
355,000 shares  reserved for issuance  under the Plans,  upon the average of the
high and low prices for the Registrant's  Common Stock as quoted on the American
Stock Exchange on July 23, 1999.

(2) Pursuant to Rule 416(c),  there are also being registered  additional shares
of Common Stock as may become issuable pursuant to the anti-dilution  provisions
of the Plans.






<PAGE>





                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.    PLAN INFORMATION

         In  accordance  with  Rule 428  under the  Securities  Act of 1933,  as
amended  (the  "Act"),  and the  Note to Part I of  Form  S-8,  the  information
required by this item has been omitted from this Registration Statement.


ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         In  accordance  with  Rule 428  under the Act and the Note to Part I of
Form S-8,  the  information  required  by this item has been  omitted  from this
Registration Statement.


                                        3

<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

       Video  Services  Corporation,  a Delaware  corporation  formerly known as
International  Post Limited (the  "Company" or  Registrant"),  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").
Incorporated  by  reference in this  Registration  Statement  are the  following
documents on file with the Commission:

       1. The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
June 30, 1998, filed pursuant to Section 13(a) of the Exchange Act.

       2. The  Company's  Annual  Report on Form 10K/A for the fiscal year ended
June 30, 1998, filed pursuant to Section 13(a) of the Exchange Act.

       3. The Company's  Quarterly  Report on Form 10-Q for each of the quarters
ended September 30, 1998,  December 31, 1998 and March 31, 1999,  filed pursuant
to Section 13(a) of the Exchange Act.

       4. The  Company's  Proxy  Statement  filed on  November  17, 1998 for the
annual meeting of stockholders held on December 18, 1998.

       5.  The  description  of the  Company's  Common  Stock  contained  in the
Registration  Statement on Form 8-A of International Post Limited filed with the
Commission under the Exchange Act  (Registration  No.  0-233-88),  including any
amendment or report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall hereby be
deemed to be incorporated in and to be a part of this Registration  Statement by
reference  from the date of filing of such  documents.  Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified  or  superseded  for all  purposes to the
extent that a statement  contained herein or in any 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  modified  or  superseded,  to  constitute  a part  of  this
Registration Statement.


ITEM 4.    DESCRIPTION OF SECURITIES

Not applicable.


ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL


Not applicable.



                                        4

<PAGE>



ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section  145 of the  General  Corporation  Law of the  State  of  Delaware  (the
"Delaware  Law") provides,  in summary,  that directors and officers of Delaware
corporations  are  entitled,  under  certain  circumstances,  to be  indemnified
against all expenses and  liabilities  (including  attorneys'  fees) incurred by
them as a result of suits brought  against them in their  capacity as a director
or officer, if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, if they had no reasonable cause to
believe their conduct was unlawful,  provided,  that no  indemnification  may be
made against expenses in respect of any claim,  issue or matter as to which they
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the  circumstances  of the case,  they are fairly  and  reasonably  entitled  to
indemnity  for such  expenses  which  the  court  shall  deem  proper.  Any such
indemnification  may be  made by the  corporation  only  as  authorized  in each
specific  case  upon  a  determination  by  the  stockholders  or  disinterested
directors  that  indemnification  is proper  because the  indemnitee has met the
applicable standard of conduct.

Article 8 of the Company's  Certificate of Incorporation  entitles  officers and
directors  of  the  Company,   their  heirs,  executors  and  administrators  to
indemnification  to the fullest extent  permitted by Section 145 of the Delaware
Law, as the same may be supplemented from time to time.

Article 9 of the Company's  Certificate of Incorporation,  as amended,  provides
that no  director  shall  have any  personal  liability  to the  Company  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except that such  provision  does not limit or  eliminate  the  liability of any
director (i) for breach of such director's duty of loyalty to the Company or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Law (involving  certain  unlawful  dividends or stock  purchases or
redemptions),  or (iv) for any transaction  from which such director  derived an
improper personal benefit.

The Company  maintains a primary  directors  and officers  liability and company
reimbursement  insurance  policy  (the  "Policy")  which,  among  other  things,
provides  for (i)  payment on behalf of any of the  Company's  past,  present or
future directors or officers against Loss (as defined in the Policy) as a result
of any Claim (as defined in the Policy)  first made  against  the  directors  or
officers of the Company for any error, misstatement,  misleading statement, act,
omission,  neglect,  or breach of duty  committed  or  attempted,  or  allegedly
committed or attempted (each a "Wrongful Act"),  occurring after August 1, 1992,
by  one  or  more  directors  or  officers  of  the  Company,   individually  or
collectively,  in their respective capacities as such, or for any matter claimed
against one or more  directors  or  officers of the Company  solely by reason of
their  status as such,  except for such Loss paid by the Company to any director
or officer of the Company as indemnification,  and (ii) payment on behalf of the
Company  against  Loss for which the Company is required or  permitted to pay as
indemnification  to any  director or officer of the Company as the result of any
Claim first made against any director or officer of the Company for any Wrongful
Act.  The Policy  does not cover Loss  arising  from any Claim made  against the
Company or its directors or officers  stemming from, among other things, a Claim
(a) brought about or contributed to by the fraudulent, dishonest or criminal act
or omission of a director or officer of the Company, provided that a judgment or
other final  adjudication  adverse to such director or officer  establishes that
fraudulent,  dishonest  or  criminal  acts were  committed  by such  director or
officer,  or (b) based upon or  attributable to any of the directors or officers
of the Company  gaining in fact any  personal  profit or advantage to which they
were not legally entitled.


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.


                                        5

<PAGE>



ITEM 8.           EXHIBITS

The following exhibits are filed as part of this Registration Statement:

Exhibit
Number                                      Description

4.1   Video Services Corporation 1997 Long Term Incentive Plan

4.2   Video Services Corporation 1999 Non-Employee Director Stock Plan

5     Opinion of Gordon Altman Weitzen Shalov & Wein

23.1  Consent of Gordon Altman  Weitzen Shalov & Wein (included in Opinion filed
      as Exhibit 5)

23.2  Consent of  Ernst & Young LLP

24.1  Power of Attorney (included on the signature page of this Registration
      Statement)


ITEM 9.           UNDERTAKINGS

(a)      The undersigned Registrant hereby undertakes:

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

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

                  (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)(l)(i) and (ii) shall
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the Company  pursuant to Section 13
                  or Section 15(d) of the Exchange Act that are  incorporated by
                  reference in this Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Act, each such post-effective  amendment 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.

         (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.


                                        6

<PAGE>



(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining  any liability  under the Act, each filing of the Company's
         annual  report  pursuant to Section  13(a) or 15(d) of the Exchange Act
         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.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
         may be permitted to directors,  officers and controlling persons of the
         Company pursuant to the foregoing provisions, 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 Act 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 whether such indemnification by it is against
         public policy as expressed in the Act and will be governed by the final
         adjudication of such issue.



                                        7

<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the Act,  the Company  certifies  that it has
reasonable  grounds to believe that it meets all of the  requirements for filing
on Form S-8 and has duly caused this Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Northvale,
State of New Jersey, on this 27th day of July, 1999.

                                    VIDEO SERVICES CORPORATION

                                    By: /s/  Louis H. Siracusano
                                             Louis H. Siracusano
                                             President & Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
signature  appears below constitutes and appoints Louis H. Siracusano and Steven
G. Crane, and each of them, acting individually,  as his attorney-in-fact,  with
full power of  substitution,  to sign for him and in any and all  capacities any
and all  amendments to this  Registration  Statement  (including  post-effective
amendments)  on Form S-8, and to file the same,  with all  exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, hereby ratifying and confirming his signature as it may be signed by
said attorney to any and all amendments to the Registration Statement.

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

<TABLE>
<S>                                                                            <C>

 Name and Signature                   Title                               Date

 /s/ Louis H. Siracusano              President,                         July 27, 1999
-------------------------             Chief Executive Officer
Louis H. Siracusano                   and Director


 /s/ Steven G. Crane                  Vice President and                 July 27, 1999
-------------------------             Chief Financial Officer
Steven G. Crane

 /s/ Michael E. Fairbourne            Vice President -                   July 27, 1999
--------------------------            Administration
Michael E. Fairbourne                 (Principal Accounting Officer)


 /s/ Terrence A. Elkes                Chairman of the Board of           July 27, 1999
-------------------------             Directors
Terrence A. Elkes

 /s/ Robert H. Alter                  Director                           July 27, 1999
------------------------
Robert H. Alter

 /s/ Martin Irwin                     Director                           July 27, 1999
------------------------
Martin Irwin

 /s/ Frank Stillo                     Director                           July 27, 1999
-------------------------
Frank Stillo

 /s/ Raymond L. Steele                Director                           July 27, 1999
-------------------------
Raymond L. Steele

</TABLE>

                                        8

<PAGE>



                           VIDEO SERVICES CORPORATION
                                    FORM S-8
                             REGISTRATION STATEMENT
                                  EXHIBIT INDEX

                                                                    Sequentially
                                                                        Numbered
                                                                    Exhibit Page

4.1       Video Services Corporation 1997 Long Term Incentive Plan

4.2       Video Services Corporation 1999 Non-Employee Director Stock Plan

5         Opinion of Gordon Altman Weitzen Shalov & Wein

23.1      Consent of Gordon Altman  Weitzen Shalov & Wein (included in Opinion
          filed as Exhibit 5)

23.2      Consent of  Ernst & Young LLP

24.1      Power of Attorney (included on the signature page of this Registration
           Statement)



                                        9
[{"type": "S-8", "sequence": "1", "description": "VIDEO SERVICES CORPORATION", "secsgml_size_bytes": 20945}]
{"company-data": {"conformed-name": "VIDEO SERVICES CORP", "cik": "0000913888", "assigned-sic": "7819", "irs-number": "133735647", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83821", "film-number": "99671114"}, "business-address": {"street1": "240 PEGASUS AVENUE", "city": "NORTHVALE", "state": "NJ", "zip": "07647", "phone": "2017671000"}, "mail-address": {"street1": "240 PEGASUS AVENUE", "city": "NORTHVALE", "state": "NJ", "zip": "07647"}, "former-company": [{"former-conformed-name": "INTERNATIONAL POST LTD", "date-changed": "19940222"}, {"former-conformed-name": "INTERNATIONAL POST GROUP INC", "date-changed": "19931021"}]}
No. 333-
                           --------------------------
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                          ----------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           The Securities Act of 1933

                           VIDEO SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)
                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   13-3735647
                                (I.R.S. Employer
                             Identification Number)
                          -----------------------------

                               240 Pegasus Avenue
                           Northvale, New Jersey 07647
                                 (201) 767-1000

                   (Address, including zip code, and telephone
                         number, including area code, of
                    registrant's principal executive offices)

            Video Services Corporation 1997 Long Term Incentive Plan

        Video Services Corporation 1999 Non-Employee Director Stock Plan

                            (Full title of the plan)

                               Louis H. Siracusano
                           Video Services Corporation
                               240 Pegasus Avenue
                           Northvale, New Jersey 07647
                                 (201) 767-1000

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                          -----------------------------
                                    Copy to:
                                Javier Hernandez
                       Gordon Altman Weitzen Shalov & Wein
                              114 West 47th Street
                            New York, New York 10036
                                 (212) 626-0858
                          -----------------------------

                         Calculation of Registration Fee
Title of securities    Amount to be   Proposed maximum offering  Proposed maximum aggregate     Amount of
to be registered       registered     price per share(1)         offering price(1)              registration fee
Common Stock, $.01
par value . . . . .    855,000(2)          $3.11                      $2,659,050                  $739.22
==================== ============== ==========================   ==========================  ===================
(1) Estimated  solely for the purposes of calculating the  registration  fee and
based (a) pursuant to Rule 457(h),  as to the 478,000  shares  purchasable  upon
exercise of outstanding  options under the 1997 Plan,  upon the average price at
which such options may be exercised,  (b) as to the 22,000 shares  granted under
the Director Stock Plan, upon the market value of the Registrant's  Common Stock
at the time of grant,  and (c)  pursuant  to Rule  457(c),  as to the  remaining
355,000 shares  reserved for issuance  under the Plans,  upon the average of the
high and low prices for the Registrant's  Common Stock as quoted on the American
Stock Exchange on July 23, 1999.

(2) Pursuant to Rule 416(c),  there are also being registered  additional shares
of Common Stock as may become issuable pursuant to the anti-dilution  provisions
of the Plans.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.    PLAN INFORMATION

         In  accordance  with  Rule 428  under the  Securities  Act of 1933,  as
amended  (the  "Act"),  and the  Note to Part I of  Form  S-8,  the  information
required by this item has been omitted from this Registration Statement.

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         In  accordance  with  Rule 428  under the Act and the Note to Part I of
Form S-8,  the  information  required  by this item has been  omitted  from this
Registration Statement.

                                        3
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

       Video  Services  Corporation,  a Delaware  corporation  formerly known as
International  Post Limited (the  "Company" or  Registrant"),  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").
Incorporated  by  reference in this  Registration  Statement  are the  following
documents on file with the Commission:

       1. The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
June 30, 1998, filed pursuant to Section 13(a) of the Exchange Act.

       2. The  Company's  Annual  Report on Form 10K/A for the fiscal year ended
June 30, 1998, filed pursuant to Section 13(a) of the Exchange Act.

       3. The Company's  Quarterly  Report on Form 10-Q for each of the quarters
ended September 30, 1998,  December 31, 1998 and March 31, 1999,  filed pursuant
to Section 13(a) of the Exchange Act.

       4. The  Company's  Proxy  Statement  filed on  November  17, 1998 for the
annual meeting of stockholders held on December 18, 1998.

       5.  The  description  of the  Company's  Common  Stock  contained  in the
Registration  Statement on Form 8-A of International Post Limited filed with the
Commission under the Exchange Act  (Registration  No.  0-233-88),  including any
amendment or report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall hereby be
deemed to be incorporated in and to be a part of this Registration  Statement by
reference  from the date of filing of such  documents.  Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified  or  superseded  for all  purposes to the
extent that a statement  contained herein or in any 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  modified  or  superseded,  to  constitute  a part  of  this
Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

                                        4
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section  145 of the  General  Corporation  Law of the  State  of  Delaware  (the
"Delaware  Law") provides,  in summary,  that directors and officers of Delaware
corporations  are  entitled,  under  certain  circumstances,  to be  indemnified
against all expenses and  liabilities  (including  attorneys'  fees) incurred by
them as a result of suits brought  against them in their  capacity as a director
or officer, if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, if they had no reasonable cause to
believe their conduct was unlawful,  provided,  that no  indemnification  may be
made against expenses in respect of any claim,  issue or matter as to which they
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the  circumstances  of the case,  they are fairly  and  reasonably  entitled  to
indemnity  for such  expenses  which  the  court  shall  deem  proper.  Any such
indemnification  may be  made by the  corporation  only  as  authorized  in each
specific  case  upon  a  determination  by  the  stockholders  or  disinterested
directors  that  indemnification  is proper  because the  indemnitee has met the
applicable standard of conduct.

Article 8 of the Company's  Certificate of Incorporation  entitles  officers and
directors  of  the  Company,   their  heirs,  executors  and  administrators  to
indemnification  to the fullest extent  permitted by Section 145 of the Delaware
Law, as the same may be supplemented from time to time.

Article 9 of the Company's  Certificate of Incorporation,  as amended,  provides
that no  director  shall  have any  personal  liability  to the  Company  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except that such  provision  does not limit or  eliminate  the  liability of any
director (i) for breach of such director's duty of loyalty to the Company or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Law (involving  certain  unlawful  dividends or stock  purchases or
redemptions),  or (iv) for any transaction  from which such director  derived an
improper personal benefit.

The Company  maintains a primary  directors  and officers  liability and company
reimbursement  insurance  policy  (the  "Policy")  which,  among  other  things,
provides  for (i)  payment on behalf of any of the  Company's  past,  present or
future directors or officers against Loss (as defined in the Policy) as a result
of any Claim (as defined in the Policy)  first made  against  the  directors  or
officers of the Company for any error, misstatement,  misleading statement, act,
omission,  neglect,  or breach of duty  committed  or  attempted,  or  allegedly
committed or attempted (each a "Wrongful Act"),  occurring after August 1, 1992,
by  one  or  more  directors  or  officers  of  the  Company,   individually  or
collectively,  in their respective capacities as such, or for any matter claimed
against one or more  directors  or  officers of the Company  solely by reason of
their  status as such,  except for such Loss paid by the Company to any director
or officer of the Company as indemnification,  and (ii) payment on behalf of the
Company  against  Loss for which the Company is required or  permitted to pay as
indemnification  to any  director or officer of the Company as the result of any
Claim first made against any director or officer of the Company for any Wrongful
Act.  The Policy  does not cover Loss  arising  from any Claim made  against the
Company or its directors or officers  stemming from, among other things, a Claim
(a) brought about or contributed to by the fraudulent, dishonest or criminal act
or omission of a director or officer of the Company, provided that a judgment or
other final  adjudication  adverse to such director or officer  establishes that
fraudulent,  dishonest  or  criminal  acts were  committed  by such  director or
officer,  or (b) based upon or  attributable to any of the directors or officers
of the Company  gaining in fact any  personal  profit or advantage to which they
were not legally entitled.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

                                        5
ITEM 8.           EXHIBITS

The following exhibits are filed as part of this Registration Statement:

Exhibit
Number                                      Description

4.1   Video Services Corporation 1997 Long Term Incentive Plan

4.2   Video Services Corporation 1999 Non-Employee Director Stock Plan

5     Opinion of Gordon Altman Weitzen Shalov & Wein

23.1  Consent of Gordon Altman  Weitzen Shalov & Wein (included in Opinion filed
      as Exhibit 5)

23.2  Consent of  Ernst & Young LLP

24.1  Power of Attorney (included on the signature page of this Registration
      Statement)

ITEM 9.           UNDERTAKINGS

(a)      The undersigned Registrant hereby undertakes:

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

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

                  (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)(l)(i) and (ii) shall
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the Company  pursuant to Section 13
                  or Section 15(d) of the Exchange Act that are  incorporated by
                  reference in this Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Act, each such post-effective  amendment 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.

         (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.

                                        6
(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining  any liability  under the Act, each filing of the Company's
         annual  report  pursuant to Section  13(a) or 15(d) of the Exchange Act
         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.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
         may be permitted to directors,  officers and controlling persons of the
         Company pursuant to the foregoing provisions, 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 Act 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 whether such indemnification by it is against
         public policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

                                        7
SIGNATURES

Pursuant  to the  requirements  of the Act,  the Company  certifies  that it has
reasonable  grounds to believe that it meets all of the  requirements for filing
on Form S-8 and has duly caused this Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Northvale,
State of New Jersey, on this 27th day of July, 1999.

                                    VIDEO SERVICES CORPORATION

                                    By: /s/  Louis H. Siracusano
                                             Louis H. Siracusano
                                             President & Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
signature  appears below constitutes and appoints Louis H. Siracusano and Steven
G. Crane, and each of them, acting individually,  as his attorney-in-fact,  with
full power of  substitution,  to sign for him and in any and all  capacities any
and all  amendments to this  Registration  Statement  (including  post-effective
amendments)  on Form S-8, and to file the same,  with all  exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, hereby ratifying and confirming his signature as it may be signed by
said attorney to any and all amendments to the Registration Statement.

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

 /s/ Louis H. Siracusano              President,                         July 27, 1999
-------------------------             Chief Executive Officer
Louis H. Siracusano                   and Director

 /s/ Steven G. Crane                  Vice President and                 July 27, 1999
-------------------------             Chief Financial Officer
Steven G. Crane

 /s/ Michael E. Fairbourne            Vice President -                   July 27, 1999
--------------------------            Administration
Michael E. Fairbourne                 (Principal Accounting Officer)

 /s/ Terrence A. Elkes                Chairman of the Board of           July 27, 1999
-------------------------             Directors
Terrence A. Elkes

 /s/ Robert H. Alter                  Director                           July 27, 1999
------------------------
Robert H. Alter

 /s/ Martin Irwin                     Director                           July 27, 1999
------------------------
Martin Irwin

 /s/ Frank Stillo                     Director                           July 27, 1999
-------------------------
Frank Stillo

 /s/ Raymond L. Steele                Director                           July 27, 1999
-------------------------
Raymond L. Steele
8
VIDEO SERVICES CORPORATION
                                    FORM S-8
                             REGISTRATION STATEMENT
                                  EXHIBIT INDEX

                                                                    Sequentially
                                                                        Numbered
                                                                    Exhibit Page

4.1       Video Services Corporation 1997 Long Term Incentive Plan

4.2       Video Services Corporation 1999 Non-Employee Director Stock Plan

5         Opinion of Gordon Altman Weitzen Shalov & Wein

23.1      Consent of Gordon Altman  Weitzen Shalov & Wein (included in Opinion
          filed as Exhibit 5)

23.2      Consent of  Ernst & Young LLP

24.1      Power of Attorney (included on the signature page of this Registration
           Statement)

                                        9