<PAGE>   1
     As filed with the Securities and Exchange Commission on July 26, 1996
                                             Registration No. 33-_______________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               SIONIX CORPORATION
             (Exact name of registrant as specified in its clutter)

           Utah                                         87-0428526
(State of  Incorporation)                 (I.R.S. Employer Identification No.)

           5405 MOREHOUSE DRIVE, SUITE 250, SAN DIEGO, CALIFORNIA 92121
             (Address of principal executive offices and zip code)

                RODNEY ANDERSON MAY 1, 1995 CONSULTING AGREEMENT
             TERRY D. SAVILLE JANUARY 22, 1996 CONSULTING AGREEMENT
               MICHAEL A. TAYLOR MAY 15, 1996 CONSULTING AGREEMENT
                    WENTHUR & CHACHAS JUNE 6, 1996 AGREEMENT
                DAVID PHILLIPS JULY 15, 1996 CONSULTING AGREEMENT
             WENTHUR & CHACHAS JULY 22, 1996 COMPENSATION AGREEMENT
                            (Full title of the Plan)

                          Jack F. Moorehead, President,
 Sionix Corporation, 5405 Morehouse Drive, Suite 250 San Diego, California 92121
                                 (619) 622-0200
            (Name, address and telephone number of agent for service)

                                   COPIES TO:
                   George G. Chachas, Esq., Wenthur & Chachas
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (619) 457-3800

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
                                                                Proposed          Proposed
                                                                Maximum           Maximum
         Title of Securities          Amount to be           Offering Price       Aggregate          Registration
         to Be Registered             Registered(1)           Per Share(2)      Offering Price            Fee
- -------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                       <C>             <C>                   <C>    
         Common Stock                    950,000                   $1.00           $950,000              $328.00
         $.001 Par Value
===================================================================================================================
</TABLE>

<PAGE>   2
         (1) Includes 629,758 shares of Common Stock offered pursuant to the
Reoffer Prospectus filed herewith, previously issued issuance pursuant to the
Consulting Agreements between the Company and Rodney Anderson and Associates,
Michael A. Taylor and Terry D. Saville, respectively, and the Payment Agreement
between the Company and Wenthur & Chachas (the "Prior Plans"). The remaining
320,242 shares of Common Stock being registered hereunder are reserved for
issuance pursuant to the Consulting Agreements between the Company and Michael
A. Taylor, Terry D. Saville and David Phillips, respectively, and the
Compensation Agreement between the Company and Wenthur & Chachas (the "Plans").
Pursuant to Rule 416, this Registration Statement also covers such number of
additional shares of Common Stock as may become available for issuance pursuant
to the Plans in the event of certain changes in outstanding shares, including
reorganizations, recapitalizations, stock splits, stock dividends and reverse
stock splits.

         (2) Estimated for the purpose of calculating the registration fee
pursuant to (i) Rule 457(c) with respect to the 629,758 shares offered pursuant
to the Reoffer Prospectus and (ii) Rule 457(h) with respect to the 320,242
shares available for issuance under the Plans, on the basis of the average price
for shares of the Common Stock on July 23, 1996, as reported on the NASDAQ OTC
Bulletin Board.

                                       2
<PAGE>   3
                                     PART I.

         The document(s) containing the information called for in Part I., of
Form S-8 will be provided to participants to the Plans set forth above. Such
information is not being filed with or included in this registration statement
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). As permitted by General Instruction C for Form
S-8, there is also included as part of Part I., of this Registration Statement a
Reoffer Prospectus relating to the reoffer and resale of 629,758 shares of
Common Stock of Sionix Corporation (the "Company"), including shares held by
persons who may be considered affiliates of the Company, as defined in Rule 405
under the Securities Act of 1933, as amended.

                                       3
<PAGE>   4
                               REOFFER PROSPECTUS

                               SIONIX CORPORATION
                              SAN DIEGO, CALIFORNIA

                                  COMMON STOCK
                                ($.001 PAR VALUE)
                                 629,758 SHARES

         This Prospectus relates to 629,758 shares of Common Stock, $.001 par
value (the "Common Stock"), of Sionix Corporation (the "Company") which have
previously been issued pursuant to the Consulting Agreements between the Company
and Rodney Anderson and Associates, Michael A. Taylor and Terry D. Saville,
respectively, and Payment Agreement between the Company and Wenthur & Chachas
(the "Prior Plans") to, and which may be offered for resale from time to time in
the market or in other transactions by such consultants and advisors of the
Company (the "Selling Shareholders"). See "Plan of Distribution" and Selling
Shareholders".

         The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities"). The Company will
pay all of the expenses associated with the registration of the Securities and
this Prospectus. The Selling Shareholders will pay the other costs, if any,
associated with any sale of the Securities.

         The Common Stock is traded on the NASDAQ OTC Bulletin Board. As of July
23, 1996, the closing sale price for the Common Stock as traded on the NASDAQ
OTC Bulletin Board was $0.75, as reported by the NASDAQ OTC Bulletin Board.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY IHE SECURITIES AND
EXCHANGE COMMISSION NOR HAS IHE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         No dealer, sales representative or any other person has been authorized
to give any information or to make any representation not contained in this
Prospectus in connection with this offering other than those contained in this
Prospectus, and if given or made, such information or representation must not be
relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, Common Stock by anyone in any jurisdiction in
which such an offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that the information contained herein is correct as of any
time subsequent to its date.

                  THE DATE OF THIS PROSPECTUS IS JULY 23, 1996

                                       4
<PAGE>   5
                             ADDITIONAL INFORMATION

         This prospectus constitutes a part of a Registration Statement on Form
S-8 (the "Registration Statement") filed by the company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain information and exhibits
included in the Registration Statement, copies of which may be obtained upon
payment of a fee prescribed by the Commission or may be examined free of charge
at the principal office of the Commission in Washington, D.C.

         The Company is subject to certain of the information requirements of
the securities Exchange Act of 1934, as amended, and in accordance therewith
files reports and other information with the Securities and Exchange Commission.
Such reports and other information may be inspected and copied at the office of
the Commission at 450 Fifth Street, N W , Washington, D.C. 20549, or at its
Regional Offices located at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60606; and at the Jacob K. Javits Federal
Building, 75 Park Place, 14th Floor, New York, New York 10278. Copies of such
material can be obtained from the Public Reference Section of the Commission, at
450 Fifth Street, N A., Washington, D C. 20549, at prescribed rates.

         The Company's Common Stock is traded on the NASDAQ OTC Bulletin Board
under the symbol "SINX"

                           INCORPORATION BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year 
                  ended December 31, 1995.

         (b)      All other reports  filed  pursuant to Section  13(a) or 15(d)
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") since the end of the fiscal year covered by
                  the Annual Report on Form 10-K referred to in paragraph (a)
                  above, as follows: the Company's Current Report on Form 8-K
                  dated January 5, 1996, Form 10-C dated January 22, 1996, the
                  Company's Amended and Restated Current Report on Form 8-K
                  dated February 27, 1996, the Company's Current Report on Form
                  8-K dated April 9, 1996, the Company's Current Report on Form
                  8-K dated April 23, 1996, the Company's Quarterly Report for
                  the third quarter ended March 31, 1996, filed on May 15, 1996,
                  and the Company's Current Report on Form 8-K dated June 28,
                  1996.

         (c)      All reports and documents  filed by the Company with the  
                  Commission pursuant to Sections 13(a) or 15(d) of the Exchange
                  Act subsequent to the date of this Prospectus and prior to the
                  filing of a post-effective amendment which indicates that all
                  Securities officered hereby have been sold or which
                  deregisters all 

                                       5
<PAGE>   6
                  Securities then remaining unsold. Any statement contained in a
                  document incorporated or deemed to be incorporated by
                  reference herein shall be deemed to be modified or superseded
                  for the 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 supersede such statement. Any
                  such statement shall not be deemed, except as so modified or
                  superseded, to constitute a part of this Prospectus.

         Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to Sionix
Corporation, Attention: Corporate Secretary, 5405 Morehouse Drive, Suite 250,
San Diego, California 92121, telephone number (619) 622-0200.

                                   THE COMPANY

         The principal offices of the Company are located at 5405 Morehouse
Drive, Suite 250, San Diego, California 92121, telephone number (619) 622-0200.

                              PLAN OF DISTRIBUTION

         The 629,758 shares of Common Stock being offered by this Prospectus are
being offered by certain shareholders of the Company listed under "Selling
Shareholders" (the "Selling Shareholders"). These Shares have been issued to the
Selling Shareholders pursuant to certain Consulting, and Compensation Agreements
between the Company and the Selling Shareholders, for bona fide services
provided by such consultants or advisors to the Company.

         The shares offered by the Selling Shareholders may be sold from time to
time on the NASDAQ OTC Bulletin Board or shares may be offered in independent
transactions, in negotiated transactions or otherwise. The Selling Shareholders
may also sell some or all of the shares in transactions involving broker-dealers
who may acquire shares as principal sales will be in the quantities, at the
time, and through registered broker-dealers to be determined from time to time
by each Selling Shareholder. No arrangements for any broker-dealer to act on
behalf of the Selling Shareholders have yet been made. It is anticipated that
any selling broker-dealers engaged by the Selling Shareholders will receive only
their customary brokerage commissions. Participating broker-dealers may be
deemed underwriters of the shares within the meaning of the Securities Act of
1933, in which event all such compensation to be received by them may be deemed
underwriting compensation

         Sales of the shares offered by the Selling Shareholders will be made at
prices per share approximating market prices prevailing at the time of the
sales. The Company will not receive any of the proceeds of the sales. Any
brokerage commissions due to any broker engaged by any Selling Shareholder and
any expenses incurred by any Selling Shareholder in connection with the offering
made hereby, will be borne by the Selling Shareholder. The Company is bearing
the legal 

                                       6
<PAGE>   7
and accounting expense incurred in the preparation and filing of the
Registration Statement of which this Prospectus is a part and the filing fee
thereunder.

         There is no assurance that any of the Selling Shareholders will offer
for sale or sell any of the Securities covered by this Prospectus.

                                 USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of the
Securities offered hereby.

                              SELLING SHAREHOLDERS

         The following table sets forth, the date of this Prospectus or a
subsequent date if amended or supplemented, (a) the name of each Selling
Shareholder and his or her relationship to the Company during the last three
years; (b) the number of shares of Common Stock each Selling Shareholder
beneficially owned prior to this offering, (c) the number of Securities offered
pursuant to this Prospectus by each Selling Shareholder; and (d) the amount and
the percentage of the Company's Common Stock that will be owned by each Selling
Shareholder after completion of this offering. The information contained below
may be amended or supplemented from time to time.

<TABLE>
<CAPTION>
                                                                     Shares of Sionix Common Stock
                           Present Positions, Offices                                           Percent
                           or Relationships with Sionix       Owned as of       Offered        of Class
                           and its Subsidiaries and           Date of this      by this         After
Name and Address           Any During the Past 3 Years        Prospectus        Prospectus     Offering
- ------------------------------------------------------------------------------------------------------------------
<S>                        <C>                                <C>               <C>            <C>  
Michael A. Taylor (1)      Chief Executive Officer,              1,030,645       500,000          2.33%
                           Chief Financial Officer
                           and Director.
                           Previously President and
                           Director

Rodney L. Anderson(2)      Previously Secretary                     73,603        22,500           *
                           and Director

John D. Dignan(3)          Previous Consultant                      62,500        30,000           *

Joey E. Dignan(4)          Previous Consultant                       7,500         7,500           0

John K. Stroh(5)           Previous Consultant                      10,445        10,445           0

Mark R. Tow(6)             Previous Consultant                       4,000         4,000           0

Monterey Bay Business
Advisors, Inc.(7)          Previous Consultant                       5,000         5,000           0

James D. Brookshire(8)     Previous Consultant                       2,500         2,500           0
</TABLE>

                                       7
<PAGE>   8
<TABLE>
<CAPTION>
                                                                     Shares of Sionix Common Stock
                           Present Positions, Offices         Beneficially                     Percent
                           or Relationships with Sionix       Owned as of       Offered        of Class
                           and its Subsidiaries and           Date of this      by this         After
Name and Address           Any During the Past 3 Years        Prospectus        Prospectus     Offering
- ------------------------------------------------------------------------------------------------------------------
<S>                        <C>                                <C>               <C>            <C>  
Terrell J. Pogue(9)        Previous Consultant                     3,500          3,500             0

Steve O'Donnell(10)        Previous Consultant                     2,500          2,500             0

Leslie L. Long(11)         Previous Consultant                       500            500             0

Gateway Service
Group, Inc.(12)            Previous Consultant                    16,000         16,000             0

Terry D. Saville(13)       Consultant                             19,861          7,813             *

Wenthur & Chachas(14)      Legal Counsel to Sionix                17,500         17,500             0
</TABLE>

- ---------------------------------------
* Less than 1%
(1)      Address is 526 20th Street, Huntington Beach, CA 92648
(2)      Address is 16700 Cumberland Court, Yorba Linda, CA 92868
(3)      Address is 1958 Balearic Drive, Costa Mesa, CA 92626
(4)      Address is 642 Longfello Drive, Placentia, CA 92670
(5)      Address is 226 Robinson Drive, Tustin, CA 92680
(6)      Address is 3900 Borch Street, Newport Beach, CA 92660
(7)      Address is 8040 Soquel Drive, Aptos, CA 95003
(8)      Address is 4050 Mora Lane, Pebble Beach, CA 93953
(9)      Address is 118 Seacliff Drive East, Aptos, CA 95003
(10)     Address is 700 Carr Avenue, Aromas, CA 95004
(11)     Address is 4355 Diamond Street, #2, Capitola, CA 95010
(12)     Address is 24675 Guadalupe Street, Carmel, CA 93923
(13)     Address is 27307 Pacifica Court, Hemet, CA 92544
(14)     Address is 4180 La Jolla Village Drive, Suite 500, La Jolla, CA 92037

                                  LEGAL MATTERS

                  Certain legal matters will be passed upon for the Company by
Wenthur & Chachas of La Jolla, California.

                                     EXPERTS

         The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended December 31,
1995, have audited by Jones, Jensen & Company, independent auditors, as set
forth in their report thereon included and incorporated by reference therein and
incorporated herein by reference Such financial statements are incorporated
herein by reference in reliance upon such report given upon authority of such
firm as experts in accounting and auditing.

                                       8
<PAGE>   9
                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION BY REFERENCE.

         The following documents filed by Sionix Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
in this Registration Statement by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in paragraph (a) above, as follows: the
Company's Current Report on Form 8-K dated January 5, 1996, Form 10-C dated
January 22, 1996, the Company's Amended and Restated Current Report on Form 8-K
dated February 27, 1996, the Company's Current Report on Form 8-K dated April 9,
1996, the Company's Current Report on Form 8-K dated April 23, 1996, the
Company's Quarterly Report for the third quarter ended March 31, 1996, filed on
May 15, 1996, and the Company's Current Report on Form 8-K dated June 28, 1996.

         (c) All reports and documents filed by the Company with the Commission
pursuant to Sections 13(a) or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all Securities officered hereby have been sold or which
deregisters all Securities then remaining unsold. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the 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 supersede such statement. Any such statement shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Company authorized capitalization is 100,000,000 shares of Common
Stock, par value $.00l per share, of which 22,800,658 shares were issued and
outstanding as of July 23, 1996. Holders of the Company's Common Stock are
entitled to one vote per share on each matter submitted to vote at any meeting
of shareholders. Shares of Common Stock do not carry cumulative voting rights
and therefore, holders of a majority of the outstanding shares of Common Stock
will be able to elect the entire board of directors and, if they do so, minority
shareholders would not be able to elect any members to the board of directors.
The Company's board of directors has authority, without action by the Company's
shareholders, to issue all or any portion of the authorized but unissued shares
of Common Stock, which would reduce the percentage ownership of the Company of
its shareholders and which may dilute the book value of the Common Stock.

                                       9
<PAGE>   10
         Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the shares of Common Stock are entitled to share equally in
corporate assets after satisfaction of all liabilities. Holders of Common Stock
are entitled to receive such dividends as the board of directors may from time
to time declare out of funds legally available for the payment of dividends. The
Company has not paid cash dividends on its Common Stock and does not anticipate
that it will pay cash dividends in the foreseeable future.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain members of Wenthur & Chachas, beneficially own 17,500 shares of
the Company's Common Stock.

         LEGAL COUNSEL

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Wenthur & Chachas of La Jolla, California.

         EXPERTS

         The consolidated financial statements and financial statement schedules
of the Company incorporated by reference in this Registration Statement have
been examined by Jones, Jensen & Company, independent public accountants, whose
report thereon is contained in the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1995, and has been incorporated herein by
reference in reliance upon such report of Jones, Jensen & Company, given upon
their authority as experts in accounting and auditing

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company has adopted provisions in its Articles of Incorporation
that eliminates the liabilities of each person who is or was a director,
officer, employee or agent of the Company for in certain circumstances and
provides that each director, officer, employee or agent of the Company shall be
indemnified by the Company against all expenses and liabilities, including
counsel fees reasonably incurred by or imposed upon and in connection with any
proceeding to which the director, officer, employee or agent may be a party, or
in which he or she may become involved by reason of being or having been an
officer, director, employee or agent of the Company settlement thereof,
regardless of whether a director, officer, employee or agent, at the time such
expenses are incurred, except in such cases wherein the director, officer,
employee or agent is judged guilty of willful misfeasance or malfeasance,
willful misconduct or gross negligence in the performance of any duty; provided,
however, in the event of a settlement, the indemnification herein shall only
apply when the Board of Directors approves such settlement and reimbursement as
being in the best interests of the Company. The right of indemnification shall
be in addition to and not exclusive of all other rights to which such director,
officer, agent or 

                                       10
<PAGE>   11
employee may be entitled. Subject to any limitations set forth in the Articles
of Incorporation, such indemnification shall be to the fullest extent permitted
by the Utah Revised Business Corporation Act or any other applicable laws now in
effect or as may hereafter be amended. No director of the Company shall be
personally liable to the Corporation

         The Company's Articles of Incorporation also provide that no person
shall be liable to the Company for any loss or damage suffered by it on account
of any action or act omitted to be taken by a director, officer, employee or
agent of the Company in good faith if such person (i) exercised or used the same
degree of care and skill as a prudent person would have exercised or used under
the same or similar circumstances in the conduct of his or her own personal
affairs, or (ii) took or omitted to take such action in reliance upon the advice
of counsel for the Company or other statements made or information furnished by
officers or employees of the Company which he or she had reasonable grounds to
believe or upon a financial statement of the Company prepared by an accountant,
officer of the Company in charge of its accounting or employees of the Company
in charge of its accounts or certified by a public accountant or firm of public
accountants. The Company's by-laws provide for the indemnification of its
officers, directors, employees and agents to the full extent permitted by the
Utah Revised Business Corporation Act.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The Company claimed exemptions from registration pursuant to Sections
4(2) and 4(6) of the Securities Act of 1933 for shares of Common Stock, $.001
par value (the "Shares"), of the Company previously issued pursuant various
Consulting and Compensation Agreements between the Company and the Selling
Shareholders (the "Prior Plans"). These exemptions were available to the Company
for the Shares because the previous issuance of Shares did not involve a public
offering and involved offers or sales solely to accredited investors. The Shares
were issued to 12 officers, directors, consultants and advisors, each of whom
had a preexisiting relationship with the Company, and the ability to assess the
risks and merits associated with ownership of the Shares. Further, the issuance
of the Shares did not involve advertising or public solicitation.

                                       11
<PAGE>   12
ITEM 8.  EXHIBITS

         The following exhibits are filed with this Registration Statement:

         Exhibit
         Number            Document                                           .

         4.1               Amended and Restated Articles of Incorporation dated
                           December 28, 1995;

         4.2               Certificate of Amendment to the Articles of 
                           Incorporation dated January 23, 1996;

         4.3               Amended and Restated By-Laws of the Corporation.

         5                 Opinion of Wenthur & Chachas as to the legality of 
                           the Common Stock to be registered hereunder.

         10.1              Consulting Agreement between the Company and Rodney 
                           Anderson and Associates dated May 1, 1995.

         10.2              Consulting Agreement between the Company and Terry D.
                           Saville dated January 22,1996.

         10.3              Consulting Agreement between the Company and Michael
                           A. Taylor dated May 15, 1996.

         10.4              Agreement between the Company and Wenthur & Chachas 
                           dated June 6, 1996.

         10.5              Consulting Agreement between the Company and David 
                           Phillips dated June 30, 1996.

         10.6              Compensation Agreement between the Company and 
                           Wenthur & Chachas dated July 22, 1996.

         23.1              Consent of Jones, Jensen & Company, Independent 
                           Auditors.

         23.2              Consent of Wenthur & Chachas (contained in Exhibit 
                           5 hereto).

         24                Power of Attorney.

                                       12

<PAGE>   13
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
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.

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

         (b)      The undersigned registrant hereby undertakes that for the 
purpose of determining any liability under the Securities Act of 1933 each
filing of the registrants annual report pursuant to section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) or the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering or such securities
at that tire shall be deemed to be the initial bona fide offering thereof.

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

                                       13
<PAGE>   14
                                   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 San Diego, State of California on July 23, 1996.

                                         SIONIX CORPORATION



                                         /S/ Jack F. Moorehead
                                         ------------------------
                                         Name:  Jack F. Moorehead
                                         Title: President

                                         /S/ Michael A. Taylor
                                         ------------------------
                                         Name:   Michael A. Taylor
                                         Title:  Chief Executive Officer and
                                                 Chief Financial Officer

                                       14
<PAGE>   15
                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack F. Moorehead and Michael A. Taylor,
to act jointly, as his or her true and lawful attorneys-in-fact, each with full
powers of substitution, for him or her in any and all capacities, to sign any
and all amendments to this Registration Statement 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 all
that each of said attorneys-in-fact, or his or her substitute or substitutes,
may 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 and on the date indicated.


         SIGNATURE                        TITLE                      DATE


/S/ S. Donna Friedman                    Director                July 23, 1996
- ---------------------------
S. Donna Friedman


/S/ Laura Friedman                       Director                July 23, 1996
- ---------------------------
Laura Friedman


/S/ Cheryl Friedman                      Director                July 23, 1996
- ---------------------------
Cheryl Friedman

                                       15
<PAGE>   16
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    EXHIBITS

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


                       REGISTRATION STATEMENT ON FORM S-8

                               SIONIX CORPORATION
<PAGE>   17
                                INDEX TO EXHIBITS

                                                            SEQUENTIALLY
EXHIBIT                                                       NUMBERED
NUMBER                     DESCRIPTION                          PAGE

4.1       Amended and Restated Articles of Incorporation         18
          dated December 28, 1995;

4.2       Certificate of Amendment to the Articles of 
          Incorporation dated January 23, 1996;                  23

4.3       Amended and Restated By-Laws of the Corporation.       26

5         Opinion of Wenthur & Chachas as to the legality
          of the Common Stock to be registered hereunder.        39

10.1      Consulting Agreement between the Company and
          Rodney Anderson and Associates dated May 1, 1995.      42

10.2      Consulting Agreement between the Company and
          Terry D. Saville dated January 22,1996.                44

10.3      Consulting Agreement between the Company and
          Michael A. Taylor dated May 15, 1996.                  51

10.4      Agreement between the Company and
          Wenthur & Chachas dated June 6, 1996.                  59

10.5      Consulting Agreement between the Company and
          David Phillips dated June 30, 1996.                    63

10.6      Compensation Agreement between the Company and
          Wenthur & Chachas dated July 22, 1996.                 65

23.1      Consent of Jones, Jensen & Company,
          Independent Auditors.                                  70

23.2      Consent of Wenthur & Chachas
          (contained in Exhibit 5 hereto).                       72

24        Power of Attorney (See Page 15)                        73
[{"type": "S-8", "sequence": "1", "description": "SIONIX CORPORATION -- FORM S-8", "secsgml_size_bytes": 39298}]
{"company-data": {"conformed-name": "SIONIX CORP /UT/", "cik": "0000764667", "assigned-sic": "3541", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08885", "film-number": "96599159"}, "business-address": {"street1": "5405 MOREHOUSE DR", "street2": "SUITE 250", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6196220200"}, "former-company": [{"former-conformed-name": "AUTOMATIC CONTROL CORP /NV", "date-changed": "19960422"}, {"former-conformed-name": "SIONIX CORP", "date-changed": "19960214"}, {"former-conformed-name": "CORONADO CAPITAL CORP", "date-changed": "19950111"}]}
1
     As filed with the Securities and Exchange Commission on July 26, 1996
                                             Registration No. 33-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               SIONIX CORPORATION
             (Exact name of registrant as specified in its clutter)

           Utah                                         87-0428526
(State of  Incorporation)                 (I.R.S. Employer Identification No.)

           5405 MOREHOUSE DRIVE, SUITE 250, SAN DIEGO, CALIFORNIA 92121
             (Address of principal executive offices and zip code)

                RODNEY ANDERSON MAY 1, 1995 CONSULTING AGREEMENT
             TERRY D. SAVILLE JANUARY 22, 1996 CONSULTING AGREEMENT
               MICHAEL A. TAYLOR MAY 15, 1996 CONSULTING AGREEMENT
                    WENTHUR & CHACHAS JUNE 6, 1996 AGREEMENT
                DAVID PHILLIPS JULY 15, 1996 CONSULTING AGREEMENT
             WENTHUR & CHACHAS JULY 22, 1996 COMPENSATION AGREEMENT
                            (Full title of the Plan)

                          Jack F. Moorehead, President,
 Sionix Corporation, 5405 Morehouse Drive, Suite 250 San Diego, California 92121
                                 (619) 622-0200
            (Name, address and telephone number of agent for service)

                                   COPIES TO:
                   George G. Chachas, Esq., Wenthur & Chachas
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (619) 457-3800

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                                Proposed          Proposed
                                                                Maximum           Maximum
         Title of Securities          Amount to be           Offering Price       Aggregate          Registration
         to Be Registered             Registered(1)           Per Share(2)      Offering Price            Fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock                    950,000                   $1.00           $950,000              $328.00
         $.001 Par Value
===================================================================================================================
2
         (1) Includes 629,758 shares of Common Stock offered pursuant to the
Reoffer Prospectus filed herewith, previously issued issuance pursuant to the
Consulting Agreements between the Company and Rodney Anderson and Associates,
Michael A. Taylor and Terry D. Saville, respectively, and the Payment Agreement
between the Company and Wenthur & Chachas (the "Prior Plans"). The remaining
320,242 shares of Common Stock being registered hereunder are reserved for
issuance pursuant to the Consulting Agreements between the Company and Michael
A. Taylor, Terry D. Saville and David Phillips, respectively, and the
Compensation Agreement between the Company and Wenthur & Chachas (the "Plans").
Pursuant to Rule 416, this Registration Statement also covers such number of
additional shares of Common Stock as may become available for issuance pursuant
to the Plans in the event of certain changes in outstanding shares, including
reorganizations, recapitalizations, stock splits, stock dividends and reverse
stock splits.

         (2) Estimated for the purpose of calculating the registration fee
pursuant to (i) Rule 457(c) with respect to the 629,758 shares offered pursuant
to the Reoffer Prospectus and (ii) Rule 457(h) with respect to the 320,242
shares available for issuance under the Plans, on the basis of the average price
for shares of the Common Stock on July 23, 1996, as reported on the NASDAQ OTC
Bulletin Board.

                                       2
3
                                     PART I.

         The document(s) containing the information called for in Part I., of
Form S-8 will be provided to participants to the Plans set forth above. Such
information is not being filed with or included in this registration statement
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). As permitted by General Instruction C for Form
S-8, there is also included as part of Part I., of this Registration Statement a
Reoffer Prospectus relating to the reoffer and resale of 629,758 shares of
Common Stock of Sionix Corporation (the "Company"), including shares held by
persons who may be considered affiliates of the Company, as defined in Rule 405
under the Securities Act of 1933, as amended.

                                       3
4
                               REOFFER PROSPECTUS

                               SIONIX CORPORATION
                              SAN DIEGO, CALIFORNIA

                                  COMMON STOCK
                                ($.001 PAR VALUE)
                                 629,758 SHARES

         This Prospectus relates to 629,758 shares of Common Stock, $.001 par
value (the "Common Stock"), of Sionix Corporation (the "Company") which have
previously been issued pursuant to the Consulting Agreements between the Company
and Rodney Anderson and Associates, Michael A. Taylor and Terry D. Saville,
respectively, and Payment Agreement between the Company and Wenthur & Chachas
(the "Prior Plans") to, and which may be offered for resale from time to time in
the market or in other transactions by such consultants and advisors of the
Company (the "Selling Shareholders"). See "Plan of Distribution" and Selling
Shareholders".

         The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities"). The Company will
pay all of the expenses associated with the registration of the Securities and
this Prospectus. The Selling Shareholders will pay the other costs, if any,
associated with any sale of the Securities.

         The Common Stock is traded on the NASDAQ OTC Bulletin Board. As of July
23, 1996, the closing sale price for the Common Stock as traded on the NASDAQ
OTC Bulletin Board was $0.75, as reported by the NASDAQ OTC Bulletin Board.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY IHE SECURITIES AND
EXCHANGE COMMISSION NOR HAS IHE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         No dealer, sales representative or any other person has been authorized
to give any information or to make any representation not contained in this
Prospectus in connection with this offering other than those contained in this
Prospectus, and if given or made, such information or representation must not be
relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, Common Stock by anyone in any jurisdiction in
which such an offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that the information contained herein is correct as of any
time subsequent to its date.

                  THE DATE OF THIS PROSPECTUS IS JULY 23, 1996

                                       4
5
                             ADDITIONAL INFORMATION

         This prospectus constitutes a part of a Registration Statement on Form
S-8 (the "Registration Statement") filed by the company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain information and exhibits
included in the Registration Statement, copies of which may be obtained upon
payment of a fee prescribed by the Commission or may be examined free of charge
at the principal office of the Commission in Washington, D.C.

         The Company is subject to certain of the information requirements of
the securities Exchange Act of 1934, as amended, and in accordance therewith
files reports and other information with the Securities and Exchange Commission.
Such reports and other information may be inspected and copied at the office of
the Commission at 450 Fifth Street, N W , Washington, D.C. 20549, or at its
Regional Offices located at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60606; and at the Jacob K. Javits Federal
Building, 75 Park Place, 14th Floor, New York, New York 10278. Copies of such
material can be obtained from the Public Reference Section of the Commission, at
450 Fifth Street, N A., Washington, D C. 20549, at prescribed rates.

         The Company's Common Stock is traded on the NASDAQ OTC Bulletin Board
under the symbol "SINX"

                           INCORPORATION BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year 
                  ended December 31, 1995.

         (b)      All other reports  filed  pursuant to Section  13(a) or 15(d)
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") since the end of the fiscal year covered by
                  the Annual Report on Form 10-K referred to in paragraph (a)
                  above, as follows: the Company's Current Report on Form 8-K
                  dated January 5, 1996, Form 10-C dated January 22, 1996, the
                  Company's Amended and Restated Current Report on Form 8-K
                  dated February 27, 1996, the Company's Current Report on Form
                  8-K dated April 9, 1996, the Company's Current Report on Form
                  8-K dated April 23, 1996, the Company's Quarterly Report for
                  the third quarter ended March 31, 1996, filed on May 15, 1996,
                  and the Company's Current Report on Form 8-K dated June 28,
                  1996.

         (c)      All reports and documents  filed by the Company with the  
                  Commission pursuant to Sections 13(a) or 15(d) of the Exchange
                  Act subsequent to the date of this Prospectus and prior to the
                  filing of a post-effective amendment which indicates that all
                  Securities officered hereby have been sold or which
                  deregisters all 

                                       5
6
                  Securities then remaining unsold. Any statement contained in a
                  document incorporated or deemed to be incorporated by
                  reference herein shall be deemed to be modified or superseded
                  for the 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 supersede such statement. Any
                  such statement shall not be deemed, except as so modified or
                  superseded, to constitute a part of this Prospectus.

         Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to Sionix
Corporation, Attention: Corporate Secretary, 5405 Morehouse Drive, Suite 250,
San Diego, California 92121, telephone number (619) 622-0200.

                                   THE COMPANY

         The principal offices of the Company are located at 5405 Morehouse
Drive, Suite 250, San Diego, California 92121, telephone number (619) 622-0200.

                              PLAN OF DISTRIBUTION

         The 629,758 shares of Common Stock being offered by this Prospectus are
being offered by certain shareholders of the Company listed under "Selling
Shareholders" (the "Selling Shareholders"). These Shares have been issued to the
Selling Shareholders pursuant to certain Consulting, and Compensation Agreements
between the Company and the Selling Shareholders, for bona fide services
provided by such consultants or advisors to the Company.

         The shares offered by the Selling Shareholders may be sold from time to
time on the NASDAQ OTC Bulletin Board or shares may be offered in independent
transactions, in negotiated transactions or otherwise. The Selling Shareholders
may also sell some or all of the shares in transactions involving broker-dealers
who may acquire shares as principal sales will be in the quantities, at the
time, and through registered broker-dealers to be determined from time to time
by each Selling Shareholder. No arrangements for any broker-dealer to act on
behalf of the Selling Shareholders have yet been made. It is anticipated that
any selling broker-dealers engaged by the Selling Shareholders will receive only
their customary brokerage commissions. Participating broker-dealers may be
deemed underwriters of the shares within the meaning of the Securities Act of
1933, in which event all such compensation to be received by them may be deemed
underwriting compensation

         Sales of the shares offered by the Selling Shareholders will be made at
prices per share approximating market prices prevailing at the time of the
sales. The Company will not receive any of the proceeds of the sales. Any
brokerage commissions due to any broker engaged by any Selling Shareholder and
any expenses incurred by any Selling Shareholder in connection with the offering
made hereby, will be borne by the Selling Shareholder. The Company is bearing
the legal 

                                       6
7
and accounting expense incurred in the preparation and filing of the
Registration Statement of which this Prospectus is a part and the filing fee
thereunder.

         There is no assurance that any of the Selling Shareholders will offer
for sale or sell any of the Securities covered by this Prospectus.

                                 USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of the
Securities offered hereby.

                              SELLING SHAREHOLDERS

         The following table sets forth, the date of this Prospectus or a
subsequent date if amended or supplemented, (a) the name of each Selling
Shareholder and his or her relationship to the Company during the last three
years; (b) the number of shares of Common Stock each Selling Shareholder
beneficially owned prior to this offering, (c) the number of Securities offered
pursuant to this Prospectus by each Selling Shareholder; and (d) the amount and
the percentage of the Company's Common Stock that will be owned by each Selling
Shareholder after completion of this offering. The information contained below
may be amended or supplemented from time to time.
Shares of Sionix Common Stock
                           Present Positions, Offices                                           Percent
                           or Relationships with Sionix       Owned as of       Offered        of Class
                           and its Subsidiaries and           Date of this      by this         After
Name and Address           Any During the Past 3 Years        Prospectus        Prospectus     Offering
- ------------------------------------------------------------------------------------------------------------------
Michael A. Taylor (1)      Chief Executive Officer,              1,030,645       500,000          2.33%
                           Chief Financial Officer
                           and Director.
                           Previously President and
                           Director

Rodney L. Anderson(2)      Previously Secretary                     73,603        22,500           *
                           and Director

John D. Dignan(3)          Previous Consultant                      62,500        30,000           *

Joey E. Dignan(4)          Previous Consultant                       7,500         7,500           0

John K. Stroh(5)           Previous Consultant                      10,445        10,445           0

Mark R. Tow(6)             Previous Consultant                       4,000         4,000           0

Monterey Bay Business
Advisors, Inc.(7)          Previous Consultant                       5,000         5,000           0

James D. Brookshire(8)     Previous Consultant                       2,500         2,500           0
7
8
Shares of Sionix Common Stock
                           Present Positions, Offices         Beneficially                     Percent
                           or Relationships with Sionix       Owned as of       Offered        of Class
                           and its Subsidiaries and           Date of this      by this         After
Name and Address           Any During the Past 3 Years        Prospectus        Prospectus     Offering
- ------------------------------------------------------------------------------------------------------------------
Terrell J. Pogue(9)        Previous Consultant                     3,500          3,500             0

Steve O'Donnell(10)        Previous Consultant                     2,500          2,500             0

Leslie L. Long(11)         Previous Consultant                       500            500             0

Gateway Service
Group, Inc.(12)            Previous Consultant                    16,000         16,000             0

Terry D. Saville(13)       Consultant                             19,861          7,813             *

Wenthur & Chachas(14)      Legal Counsel to Sionix                17,500         17,500             0
- ---------------------------------------
* Less than 1%
(1)      Address is 526 20th Street, Huntington Beach, CA 92648
(2)      Address is 16700 Cumberland Court, Yorba Linda, CA 92868
(3)      Address is 1958 Balearic Drive, Costa Mesa, CA 92626
(4)      Address is 642 Longfello Drive, Placentia, CA 92670
(5)      Address is 226 Robinson Drive, Tustin, CA 92680
(6)      Address is 3900 Borch Street, Newport Beach, CA 92660
(7)      Address is 8040 Soquel Drive, Aptos, CA 95003
(8)      Address is 4050 Mora Lane, Pebble Beach, CA 93953
(9)      Address is 118 Seacliff Drive East, Aptos, CA 95003
(10)     Address is 700 Carr Avenue, Aromas, CA 95004
(11)     Address is 4355 Diamond Street, #2, Capitola, CA 95010
(12)     Address is 24675 Guadalupe Street, Carmel, CA 93923
(13)     Address is 27307 Pacifica Court, Hemet, CA 92544
(14)     Address is 4180 La Jolla Village Drive, Suite 500, La Jolla, CA 92037

                                  LEGAL MATTERS

                  Certain legal matters will be passed upon for the Company by
Wenthur & Chachas of La Jolla, California.

                                     EXPERTS

         The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended December 31,
1995, have audited by Jones, Jensen & Company, independent auditors, as set
forth in their report thereon included and incorporated by reference therein and
incorporated herein by reference Such financial statements are incorporated
herein by reference in reliance upon such report given upon authority of such
firm as experts in accounting and auditing.

                                       8
9
                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION BY REFERENCE.

         The following documents filed by Sionix Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
in this Registration Statement by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in paragraph (a) above, as follows: the
Company's Current Report on Form 8-K dated January 5, 1996, Form 10-C dated
January 22, 1996, the Company's Amended and Restated Current Report on Form 8-K
dated February 27, 1996, the Company's Current Report on Form 8-K dated April 9,
1996, the Company's Current Report on Form 8-K dated April 23, 1996, the
Company's Quarterly Report for the third quarter ended March 31, 1996, filed on
May 15, 1996, and the Company's Current Report on Form 8-K dated June 28, 1996.

         (c) All reports and documents filed by the Company with the Commission
pursuant to Sections 13(a) or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all Securities officered hereby have been sold or which
deregisters all Securities then remaining unsold. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the 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 supersede such statement. Any such statement shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Company authorized capitalization is 100,000,000 shares of Common
Stock, par value $.00l per share, of which 22,800,658 shares were issued and
outstanding as of July 23, 1996. Holders of the Company's Common Stock are
entitled to one vote per share on each matter submitted to vote at any meeting
of shareholders. Shares of Common Stock do not carry cumulative voting rights
and therefore, holders of a majority of the outstanding shares of Common Stock
will be able to elect the entire board of directors and, if they do so, minority
shareholders would not be able to elect any members to the board of directors.
The Company's board of directors has authority, without action by the Company's
shareholders, to issue all or any portion of the authorized but unissued shares
of Common Stock, which would reduce the percentage ownership of the Company of
its shareholders and which may dilute the book value of the Common Stock.

                                       9
10
         Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the shares of Common Stock are entitled to share equally in
corporate assets after satisfaction of all liabilities. Holders of Common Stock
are entitled to receive such dividends as the board of directors may from time
to time declare out of funds legally available for the payment of dividends. The
Company has not paid cash dividends on its Common Stock and does not anticipate
that it will pay cash dividends in the foreseeable future.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain members of Wenthur & Chachas, beneficially own 17,500 shares of
the Company's Common Stock.

         LEGAL COUNSEL

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Wenthur & Chachas of La Jolla, California.

         EXPERTS

         The consolidated financial statements and financial statement schedules
of the Company incorporated by reference in this Registration Statement have
been examined by Jones, Jensen & Company, independent public accountants, whose
report thereon is contained in the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1995, and has been incorporated herein by
reference in reliance upon such report of Jones, Jensen & Company, given upon
their authority as experts in accounting and auditing

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company has adopted provisions in its Articles of Incorporation
that eliminates the liabilities of each person who is or was a director,
officer, employee or agent of the Company for in certain circumstances and
provides that each director, officer, employee or agent of the Company shall be
indemnified by the Company against all expenses and liabilities, including
counsel fees reasonably incurred by or imposed upon and in connection with any
proceeding to which the director, officer, employee or agent may be a party, or
in which he or she may become involved by reason of being or having been an
officer, director, employee or agent of the Company settlement thereof,
regardless of whether a director, officer, employee or agent, at the time such
expenses are incurred, except in such cases wherein the director, officer,
employee or agent is judged guilty of willful misfeasance or malfeasance,
willful misconduct or gross negligence in the performance of any duty; provided,
however, in the event of a settlement, the indemnification herein shall only
apply when the Board of Directors approves such settlement and reimbursement as
being in the best interests of the Company. The right of indemnification shall
be in addition to and not exclusive of all other rights to which such director,
officer, agent or 

                                       10
11
employee may be entitled. Subject to any limitations set forth in the Articles
of Incorporation, such indemnification shall be to the fullest extent permitted
by the Utah Revised Business Corporation Act or any other applicable laws now in
effect or as may hereafter be amended. No director of the Company shall be
personally liable to the Corporation

         The Company's Articles of Incorporation also provide that no person
shall be liable to the Company for any loss or damage suffered by it on account
of any action or act omitted to be taken by a director, officer, employee or
agent of the Company in good faith if such person (i) exercised or used the same
degree of care and skill as a prudent person would have exercised or used under
the same or similar circumstances in the conduct of his or her own personal
affairs, or (ii) took or omitted to take such action in reliance upon the advice
of counsel for the Company or other statements made or information furnished by
officers or employees of the Company which he or she had reasonable grounds to
believe or upon a financial statement of the Company prepared by an accountant,
officer of the Company in charge of its accounting or employees of the Company
in charge of its accounts or certified by a public accountant or firm of public
accountants. The Company's by-laws provide for the indemnification of its
officers, directors, employees and agents to the full extent permitted by the
Utah Revised Business Corporation Act.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The Company claimed exemptions from registration pursuant to Sections
4(2) and 4(6) of the Securities Act of 1933 for shares of Common Stock, $.001
par value (the "Shares"), of the Company previously issued pursuant various
Consulting and Compensation Agreements between the Company and the Selling
Shareholders (the "Prior Plans"). These exemptions were available to the Company
for the Shares because the previous issuance of Shares did not involve a public
offering and involved offers or sales solely to accredited investors. The Shares
were issued to 12 officers, directors, consultants and advisors, each of whom
had a preexisiting relationship with the Company, and the ability to assess the
risks and merits associated with ownership of the Shares. Further, the issuance
of the Shares did not involve advertising or public solicitation.

                                       11
12
ITEM 8.  EXHIBITS

         The following exhibits are filed with this Registration Statement:

         Exhibit
         Number            Document                                           .

         4.1               Amended and Restated Articles of Incorporation dated
                           December 28, 1995;

         4.2               Certificate of Amendment to the Articles of 
                           Incorporation dated January 23, 1996;

         4.3               Amended and Restated By-Laws of the Corporation.

         5                 Opinion of Wenthur & Chachas as to the legality of 
                           the Common Stock to be registered hereunder.

         10.1              Consulting Agreement between the Company and Rodney 
                           Anderson and Associates dated May 1, 1995.

         10.2              Consulting Agreement between the Company and Terry D.
                           Saville dated January 22,1996.

         10.3              Consulting Agreement between the Company and Michael
                           A. Taylor dated May 15, 1996.

         10.4              Agreement between the Company and Wenthur & Chachas 
                           dated June 6, 1996.

         10.5              Consulting Agreement between the Company and David 
                           Phillips dated June 30, 1996.

         10.6              Compensation Agreement between the Company and 
                           Wenthur & Chachas dated July 22, 1996.

         23.1              Consent of Jones, Jensen & Company, Independent 
                           Auditors.

         23.2              Consent of Wenthur & Chachas (contained in Exhibit 
                           5 hereto).

         24                Power of Attorney.

                                       12
13
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
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.

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

         (b)      The undersigned registrant hereby undertakes that for the 
purpose of determining any liability under the Securities Act of 1933 each
filing of the registrants annual report pursuant to section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) or the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering or such securities
at that tire shall be deemed to be the initial bona fide offering thereof.

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

                                       13
14
                                   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 San Diego, State of California on July 23, 1996.

                                         SIONIX CORPORATION

                                         /S/ Jack F. Moorehead
                                         ------------------------
                                         Name:  Jack F. Moorehead
                                         Title: President

                                         /S/ Michael A. Taylor
                                         ------------------------
                                         Name:   Michael A. Taylor
                                         Title:  Chief Executive Officer and
                                                 Chief Financial Officer

                                       14
15
                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack F. Moorehead and Michael A. Taylor,
to act jointly, as his or her true and lawful attorneys-in-fact, each with full
powers of substitution, for him or her in any and all capacities, to sign any
and all amendments to this Registration Statement 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 all
that each of said attorneys-in-fact, or his or her substitute or substitutes,
may 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 and on the date indicated.

         SIGNATURE                        TITLE                      DATE

/S/ S. Donna Friedman                    Director                July 23, 1996
- ---------------------------
S. Donna Friedman

/S/ Laura Friedman                       Director                July 23, 1996
- ---------------------------
Laura Friedman

/S/ Cheryl Friedman                      Director                July 23, 1996
- ---------------------------
Cheryl Friedman

                                       15
16
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    EXHIBITS

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

                       REGISTRATION STATEMENT ON FORM S-8

                               SIONIX CORPORATION
17
                                INDEX TO EXHIBITS

                                                            SEQUENTIALLY
EXHIBIT                                                       NUMBERED
NUMBER                     DESCRIPTION                          PAGE

4.1       Amended and Restated Articles of Incorporation         18
          dated December 28, 1995;

4.2       Certificate of Amendment to the Articles of 
          Incorporation dated January 23, 1996;                  23

4.3       Amended and Restated By-Laws of the Corporation.       26

5         Opinion of Wenthur & Chachas as to the legality
          of the Common Stock to be registered hereunder.        39

10.1      Consulting Agreement between the Company and
          Rodney Anderson and Associates dated May 1, 1995.      42

10.2      Consulting Agreement between the Company and
          Terry D. Saville dated January 22,1996.                44

10.3      Consulting Agreement between the Company and
          Michael A. Taylor dated May 15, 1996.                  51

10.4      Agreement between the Company and
          Wenthur & Chachas dated June 6, 1996.                  59

10.5      Consulting Agreement between the Company and
          David Phillips dated June 30, 1996.                    63

10.6      Compensation Agreement between the Company and
          Wenthur & Chachas dated July 22, 1996.                 65

23.1      Consent of Jones, Jensen & Company,
          Independent Auditors.                                  70

23.2      Consent of Wenthur & Chachas
          (contained in Exhibit 5 hereto).                       72

24        Power of Attorney (See Page 15)                        73