As Filed with the Securities and Exchange Commission on March 10, 1995
                                                        Registration No. 33-____
       -----------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                              --------------------
                          ELEXSYS INTERNATIONAL, INC.
                          ---------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                       95-3534864
          -------------------------------       ------------------
          (State or other jurisdiction of       (I.R.S. Employer
           incorporation or organization)       Identification No.)
                            18522 Von Karman Avenue
                            Irvine, California 92715
              ---------------------------------------------------
              (Address of principal executive offices) (zip code)

             Diceon Electronics, Inc. Directors' Stock Option Plans
         Diceon Electronics, Inc. 1994 Non-Qualified Stock Option Plan
         -------------------------------------------------------------
                           (Full Title of the Plans)

                                 Milan Mandaric
                Chairman, President and Chief Executive Officer
                          Elexsys International, Inc.
                            18522 Von Karman Avenue
                            Irvine, California 92715
                    ---------------------------------------
                    (Name and address of agent for service)

                                  714-833-0870
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                With a copy to:

                            Sherwin L. Samuels, Esq.
                                Sidley & Austin
                          555 W. Fifth St., Suite 4000
                         Los Angeles, California 90013
                                 (213) 896-6000

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                   Proposed       Proposed
     Title of                       maximum        maximum
   securities         Amount       offering       aggregate       Amount of
      to be            to be       price per      offering      registration
   Registered       registered       share          price           fee
================================================================================
  Common Stock      137,000(1)        (2)       $ 261,250(2)      $ 90.00
($1.00 par value)
================================================================================
(1)   Issuable  upon  exercise  of  options  granted   pursuant  to  the  Diceon
      Electronics,  Inc.  1994  Non-Qualified  Stock  Option Plan and the Diceon
      Electronics,  Inc.  Directors'  Stock  Option  Plans  (collectively,   the
      "Plans").  The number of shares  issuable  upon exercise of the options is
      subject to adjustment pursuant to the terms of the Plans.
    
(2)   The proposed maximum  aggregate  offering price,  estimated solely for the
      purpose of calculating the  registration fee pursuant to Rule 457(h) under
      the  Securities  Act of 1933,  is based on an exercise  price of $1.25 per
      share with  respect to options to purchase  97,000  shares of Common Stock
      and an  exercise  price of $3.50 per share  with  respect  to  options  to
      purchase 40,000 shares of Common Stock.

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


          ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following  documents  which have  heretofore been filed by Elexsys
International,  Inc., formerly known as Diceon Electronics,  Inc. (the "Company"
or  the  "Registrant"),   with  the  Securities  and  Exchange  Commission  (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"), are incorporated by reference herein and shall be deemed to be
a part hereof:

          (1)  The  Company's  Annual  Report  on Form  10-K for the year  ended
               September 30, 1994;

          (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               December 31, 1994; and

          (3)  The  description of the Company's  Common Stock  contained in the
               Company's  Registration Statement on Form 8-B, declared effective
               on June 1, 1987,  by which the  Company's  shares of Common Stock
               were  registered  under  Section 12 of the Exchange  Act, and any
               other  amendments  or reports  filed for the  purpose of updating
               such description.

          All  documents  filed by the Company with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and made a part hereof from their  respective  dates of
filing (such documents,  and the documents  enumerated above,  being hereinafter
referred to as "Incorporated Documents");  provided, however, that the documents
enumerated  above or  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and 15(d) of the  Exchange  Act in each year during which the
offering  made by this  Registration  Statement is in effect prior to the filing
with the  Commission of the  Company's  Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement.

          Any statement contained in an Incorporated Document shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.


                                      -2-

<PAGE>

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Sidley & Austin,  counsel to the Company, has rendered a legal opinion
as to the validity of the securities  being  registered  hereby and has reviewed
certain  other  matters  in  connection  therewith.  Sherwin L.  Samuels,  whose
professional  corporation  is a  partner  with  Sidley &  Austin,  is  primarily
responsible  for Sidley & Austin's  engagement by the Company.  Mr. Samuels is a
stockholder  and former  director of the Company and holds 30,000 stock  options
which he received  pursuant to the Company's  directors' stock option plans. The
shares underlying such stock options are being registered hereby.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware  General  Corporation  Law (the  "Delaware
GCL") provides that a corporation may indemnify any persons, including directors
and officers,  who are (or are threatened to be made) parties to any threatened,
pending or completed legal action, suit or proceeding (whether civil,  criminal,
administrative  or investigative) by reason of their being directors or officers
of such  corporation.  The  indemnity  may include  expenses,  attorneys'  fees,
judgments,  fines  and  amounts  paid in  settlement,  provided  such  sums were
actually  and  reasonably  incurred  in  connection  with such  action,  suit or
proceeding  and provided  the  director or officer  acted in good faith and in a
manner  he  or  she  reasonably  believed  to  be  in  or  not  opposed  to  the
corporation's best interests and, in the case of criminal proceedings, he or she
had no  reasonable  cause to believe that his or her conduct was  unlawful.  The
corporation  may  indemnify  directors  and officers in a derivative  action (in
which suit is brought by a stockholder on behalf of the  corporation)  under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the director or officer is adjudged  liable to the  corporation.  If
the director or officer is  successful  on the merits or otherwise in defense of
any such actions  referred to above,  the corporation  must indemnify him or her
against the expenses  and  attorneys'  fees he or she  actually  and  reasonably
incurred.

          Article VII of the  Registrant's  Amended and Restated  Certificate of
Incorporation   (the   "Certificate"),   provides  a   non-exclusive   right  of
indemnification  by the  Registrant  of its officers  and  directors to the full
extent  allowed  under  the  Delaware  GCL or,  in the  event  that the law of a
jurisdiction  other than Delaware applies,  to the fullest extent of the laws of
such other jurisdiction.

          Article VIII of the Certificate  provides that a director shall not be
personally  liable  for  monetary  damages  for  breach of  fiduciary  duty as a
director,  except that such provision  shall not eliminate or limit a director's
liability  for (i) any breach of duty of loyalty,  (ii) actions or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii)  violations  of Section 174 of the Delaware GCL (payment of unlawful
dividends  and  

                                      -3-

<PAGE>

unlawful  stock  purchases or  redemptions),  or  (iv)  for any transaction from
which such  director  derived an  improper  personal  benefit.

          Article X of the Registrant's Amended and Restated Bylaws provides for
indemnification  by the  Registrant  of its officers  and  directors to the full
extent  permitted  under  applicable  law.  If a director  or  officer  has been
successful on the merits or otherwise in defense of any covered action,  suit or
proceeding  or any  claim,  issue  or  matter  therein,  such  person  shall  be
indemnified against expense actually and reasonably incurred therewith,  without
the necessity of authorization in the specific case. Any indemnification (unless
order by a court) shall be made only as  authorized  in the specific case upon a
determination  that the director or officer has met the  applicable  standard of
conduct,  which are the standards  described above as required by Section 145 of
the Delaware GCL. The  Registrant is entitled to require an undertaking by or on
behalf of an officer or director to repay amounts  advanced in  connection  with
defending or investigating a threatened or pending proceeding prior to its final
disposition, if it shall ultimately be determined that such person is not
entitled to indemnification.

          The  Registrant  has  entered  into  Indemnification  Agreements  (the
"Indemnification  Agreements")  with  each  of its  directors.  Pursuant  to the
Indemnification  Agreements,  the Registrant is required to maintain  directors'
and  officers'  liability  insurance  comparable  to that obtained by comparable
public  companies,  unless the Board of Directors  determines in good faith that
such  insurance is not  reasonably  available.  Each  director is entitled to be
indemnified  by the Registrant to the full extent  permitted  under the Delaware
GCL and from all losses and expense  incurred in connection with an action taken
or inaction  omitted by such  director in his capacity as a director,  except in
connection  with any claim (i) for the  return by the  director  of any  illegal
remuneration,  (ii) for an  accounting  to  recover  short-swing  profits  under
Section  16(b) of the  Exchange  Act or  similar  state  law  provisions,  (iii)
resulting from the director's knowingly  fraudulent,  deliberately  dishonest or
intentional  misconduct;  or (iv) if such payment is not permitted by applicable
law.

          The  Registrant's  officers and  directors are covered by a directors'
and officers' liability insurance policy maintained by the Registrant. Under the
insurance  policy the  Registrant  is entitled to be  reimbursed  for  indemnity
payments that it is required or permitted to make to its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed with this Registration Statement.

         Exhibit  Description
         Number   -----------
         ------  
                                     -4-
<PAGE>

          4.1       Form  of  Non-Qualified   Stock  Option  Agreement  for  the
                    Registrant's 1994 Non-Qualified Stock Option Plan.

          4.2       Non-Qualified  Stock Option  Agreement  dated as of November
                    15, 1990 between Sherwin L. Samuels and the Registrant.

          4.3       Non-Qualified  Stock Option  Agreement  dated as of March 9,
                    1993 between C. Stephen Mansfield and the Registrant.

          4.4       Non-Qualified  Stock Option  Agreement  dated as of November
                    11, 1993 between C. Stephen Mansfield and the Registrant.

          4.5       Amendment to Non-Qualified  Stock Option Agreements dated as
                    of  June  6,  1994  between  C.  Stephen  Mansfield  and the
                    Registrant.

          5         Opinion of Sidley & Austin regarding  legality of the shares
                    of Common Stock.

          23.1      Consent of Sidley & Austin,  incorporated  by  reference  to
                    Exhibit 5 hereof.

          23.2      Consent of Deloitte & Touche.

ITEM 9.  UNDERTAKINGS.

          The Company hereby undertakes

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

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933, as amended (the "Securities Act");

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the 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 the Registration Statement;

                    (iii) 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;

                                      -5-

<PAGE>

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under
          the Securities 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  hereby which remain
          unsold at the termination of the offering.

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

                                      -6-

<PAGE>

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Irvine,  State of  California,  on the 10th day of
March, 1995.

                                      ELEXSYS INTERNATIONAL, INC.


                                      By: /s/ MILAN MANDARIC
                                          --------------------------------------
                                          Milan Mandaric, Chairman of the Board,
                                          President and Chief Executive Officer


          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 dates indicated.

Signature                     Title                                 Date
- ----------                    -----                                 ----
     

/s/ MILAN MANDARIC            Chairman of the Board,           March 10, 1995
- -----------------------       President and Chief
Milan Mandaric                Executive Officer
                              (Principal Executive Officer)


/s/ ROLAND G. MATTHEWS        Director                         March 10, 1995
- -----------------------
Roland G. Matthews

/s/ PETER S. JONAS            Director                         March 10, 1995
- -----------------------
Peter S. Jonas


/s/ CHARLES H. HANDLEY        Director                         March 10, 1995
- -----------------------
Charles H. Handley

/s/ MICHAEL SHIMADA           Chief Financial                  March 10, 1995
- -----------------------       Officer (Principal
Michael Shimada               Financial Officer)
                              


                                      -7-
<PAGE>


                               INDEX TO EXHIBITS


                                                                   Sequentially
Exhibit                                                              Numbered
Number              Description                                        Page
- -------             -----------                                    ------------

4.1       Form  of  Non-Qualified  Stock  Option  Agreement  for  the
          Registrant's 1994 Non-Qualified Stock Option Plan.

4.2       No-nQualified  Stock Option  Agreement dated as of November
          15, 1990 between Sherwin L. Samuels and the Registrant.

4.3       Non-Qualified  Stock Option  Agreement dated as of March 9,
          1993 between C. Stephen Mansfield and the Registrant.

4.4       Non-Qualified  Stock Option  Agreement dated as of November
          11, 1993 between C. Stephen Mansfield and the Registrant.

4.5       Amendment to Non-Qualified Stock Option Agreements dated as
          of June 6,  1994  between  C.  Stephen  Mansfield  and the
          Registrant.

5         Opinion  of  Sidley &  Austin  regarding  legality  of the
          shares of Common Stock.

23.1      Consent of Sidley & Austin,  incorporated by reference to
          Exhibit 5 hereof.

23.2      Consent of Deloitte & Touche.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21557}]
{"company-data": {"conformed-name": "DICEON ELECTRONICS INC", "cik": "0000727010", "assigned-sic": "3672", "irs-number": "953534864", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58033", "film-number": "95520011"}, "business-address": {"street1": "18522 VON KARMAN AVE", "city": "IRVINE", "state": "CA", "zip": "92715", "phone": "7148330870"}, "mail-address": {"street1": "18522 VON KARMAN AVENUE", "city": "IRVINE", "state": "CA", "zip": "92715"}}
As Filed with the Securities and Exchange Commission on March 10, 1995
                                                        Registration No. 33-____
       -----------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                              --------------------
                          ELEXSYS INTERNATIONAL, INC.
                          ---------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                       95-3534864
          -------------------------------       ------------------
          (State or other jurisdiction of       (I.R.S. Employer
           incorporation or organization)       Identification No.)
                            18522 Von Karman Avenue
                            Irvine, California 92715
              ---------------------------------------------------
              (Address of principal executive offices) (zip code)

             Diceon Electronics, Inc. Directors' Stock Option Plans
         Diceon Electronics, Inc. 1994 Non-Qualified Stock Option Plan
         -------------------------------------------------------------
                           (Full Title of the Plans)

                                 Milan Mandaric
                Chairman, President and Chief Executive Officer
                          Elexsys International, Inc.
                            18522 Von Karman Avenue
                            Irvine, California 92715
                    ---------------------------------------
                    (Name and address of agent for service)

                                  714-833-0870
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                With a copy to:

                            Sherwin L. Samuels, Esq.
                                Sidley & Austin
                          555 W. Fifth St., Suite 4000
                         Los Angeles, California 90013
                                 (213) 896-6000

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                   Proposed       Proposed
     Title of                       maximum        maximum
   securities         Amount       offering       aggregate       Amount of
      to be            to be       price per      offering      registration
   Registered       registered       share          price           fee
================================================================================
  Common Stock      137,000(1)        (2)       $ 261,250(2)      $ 90.00
($1.00 par value)
================================================================================
(1)   Issuable  upon  exercise  of  options  granted   pursuant  to  the  Diceon
      Electronics,  Inc.  1994  Non-Qualified  Stock  Option Plan and the Diceon
      Electronics,  Inc.  Directors'  Stock  Option  Plans  (collectively,   the
      "Plans").  The number of shares  issuable  upon exercise of the options is
      subject to adjustment pursuant to the terms of the Plans.
    
(2)   The proposed maximum  aggregate  offering price,  estimated solely for the
      purpose of calculating the  registration fee pursuant to Rule 457(h) under
      the  Securities  Act of 1933,  is based on an exercise  price of $1.25 per
      share with  respect to options to purchase  97,000  shares of Common Stock
      and an  exercise  price of $3.50 per share  with  respect  to  options  to
      purchase 40,000 shares of Common Stock.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following  documents  which have  heretofore been filed by Elexsys
International,  Inc., formerly known as Diceon Electronics,  Inc. (the "Company"
or  the  "Registrant"),   with  the  Securities  and  Exchange  Commission  (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"), are incorporated by reference herein and shall be deemed to be
a part hereof:

          (1)  The  Company's  Annual  Report  on Form  10-K for the year  ended
               September 30, 1994;

          (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               December 31, 1994; and

          (3)  The  description of the Company's  Common Stock  contained in the
               Company's  Registration Statement on Form 8-B, declared effective
               on June 1, 1987,  by which the  Company's  shares of Common Stock
               were  registered  under  Section 12 of the Exchange  Act, and any
               other  amendments  or reports  filed for the  purpose of updating
               such description.

          All  documents  filed by the Company with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and made a part hereof from their  respective  dates of
filing (such documents,  and the documents  enumerated above,  being hereinafter
referred to as "Incorporated Documents");  provided, however, that the documents
enumerated  above or  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and 15(d) of the  Exchange  Act in each year during which the
offering  made by this  Registration  Statement is in effect prior to the filing
with the  Commission of the  Company's  Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement.

          Any statement contained in an Incorporated Document shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

                                      -2-
ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Sidley & Austin,  counsel to the Company, has rendered a legal opinion
as to the validity of the securities  being  registered  hereby and has reviewed
certain  other  matters  in  connection  therewith.  Sherwin L.  Samuels,  whose
professional  corporation  is a  partner  with  Sidley &  Austin,  is  primarily
responsible  for Sidley & Austin's  engagement by the Company.  Mr. Samuels is a
stockholder  and former  director of the Company and holds 30,000 stock  options
which he received  pursuant to the Company's  directors' stock option plans. The
shares underlying such stock options are being registered hereby.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware  General  Corporation  Law (the  "Delaware
GCL") provides that a corporation may indemnify any persons, including directors
and officers,  who are (or are threatened to be made) parties to any threatened,
pending or completed legal action, suit or proceeding (whether civil,  criminal,
administrative  or investigative) by reason of their being directors or officers
of such  corporation.  The  indemnity  may include  expenses,  attorneys'  fees,
judgments,  fines  and  amounts  paid in  settlement,  provided  such  sums were
actually  and  reasonably  incurred  in  connection  with such  action,  suit or
proceeding  and provided  the  director or officer  acted in good faith and in a
manner  he  or  she  reasonably  believed  to  be  in  or  not  opposed  to  the
corporation's best interests and, in the case of criminal proceedings, he or she
had no  reasonable  cause to believe that his or her conduct was  unlawful.  The
corporation  may  indemnify  directors  and officers in a derivative  action (in
which suit is brought by a stockholder on behalf of the  corporation)  under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the director or officer is adjudged  liable to the  corporation.  If
the director or officer is  successful  on the merits or otherwise in defense of
any such actions  referred to above,  the corporation  must indemnify him or her
against the expenses  and  attorneys'  fees he or she  actually  and  reasonably
incurred.

          Article VII of the  Registrant's  Amended and Restated  Certificate of
Incorporation   (the   "Certificate"),   provides  a   non-exclusive   right  of
indemnification  by the  Registrant  of its officers  and  directors to the full
extent  allowed  under  the  Delaware  GCL or,  in the  event  that the law of a
jurisdiction  other than Delaware applies,  to the fullest extent of the laws of
such other jurisdiction.

          Article VIII of the Certificate  provides that a director shall not be
personally  liable  for  monetary  damages  for  breach of  fiduciary  duty as a
director,  except that such provision  shall not eliminate or limit a director's
liability  for (i) any breach of duty of loyalty,  (ii) actions or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii)  violations  of Section 174 of the Delaware GCL (payment of unlawful
dividends  and  

                                      -3-
unlawful  stock  purchases or  redemptions),  or  (iv)  for any transaction from
which such  director  derived an  improper  personal  benefit.

          Article X of the Registrant's Amended and Restated Bylaws provides for
indemnification  by the  Registrant  of its officers  and  directors to the full
extent  permitted  under  applicable  law.  If a director  or  officer  has been
successful on the merits or otherwise in defense of any covered action,  suit or
proceeding  or any  claim,  issue  or  matter  therein,  such  person  shall  be
indemnified against expense actually and reasonably incurred therewith,  without
the necessity of authorization in the specific case. Any indemnification (unless
order by a court) shall be made only as  authorized  in the specific case upon a
determination  that the director or officer has met the  applicable  standard of
conduct,  which are the standards  described above as required by Section 145 of
the Delaware GCL. The  Registrant is entitled to require an undertaking by or on
behalf of an officer or director to repay amounts  advanced in  connection  with
defending or investigating a threatened or pending proceeding prior to its final
disposition, if it shall ultimately be determined that such person is not
entitled to indemnification.

          The  Registrant  has  entered  into  Indemnification  Agreements  (the
"Indemnification  Agreements")  with  each  of its  directors.  Pursuant  to the
Indemnification  Agreements,  the Registrant is required to maintain  directors'
and  officers'  liability  insurance  comparable  to that obtained by comparable
public  companies,  unless the Board of Directors  determines in good faith that
such  insurance is not  reasonably  available.  Each  director is entitled to be
indemnified  by the Registrant to the full extent  permitted  under the Delaware
GCL and from all losses and expense  incurred in connection with an action taken
or inaction  omitted by such  director in his capacity as a director,  except in
connection  with any claim (i) for the  return by the  director  of any  illegal
remuneration,  (ii) for an  accounting  to  recover  short-swing  profits  under
Section  16(b) of the  Exchange  Act or  similar  state  law  provisions,  (iii)
resulting from the director's knowingly  fraudulent,  deliberately  dishonest or
intentional  misconduct;  or (iv) if such payment is not permitted by applicable
law.

          The  Registrant's  officers and  directors are covered by a directors'
and officers' liability insurance policy maintained by the Registrant. Under the
insurance  policy the  Registrant  is entitled to be  reimbursed  for  indemnity
payments that it is required or permitted to make to its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed with this Registration Statement.

         Exhibit  Description
         Number   -----------
         ------  
                                     -4-
4.1       Form  of  Non-Qualified   Stock  Option  Agreement  for  the
                    Registrant's 1994 Non-Qualified Stock Option Plan.

          4.2       Non-Qualified  Stock Option  Agreement  dated as of November
                    15, 1990 between Sherwin L. Samuels and the Registrant.

          4.3       Non-Qualified  Stock Option  Agreement  dated as of March 9,
                    1993 between C. Stephen Mansfield and the Registrant.

          4.4       Non-Qualified  Stock Option  Agreement  dated as of November
                    11, 1993 between C. Stephen Mansfield and the Registrant.

          4.5       Amendment to Non-Qualified  Stock Option Agreements dated as
                    of  June  6,  1994  between  C.  Stephen  Mansfield  and the
                    Registrant.

          5         Opinion of Sidley & Austin regarding  legality of the shares
                    of Common Stock.

          23.1      Consent of Sidley & Austin,  incorporated  by  reference  to
                    Exhibit 5 hereof.

          23.2      Consent of Deloitte & Touche.

ITEM 9.  UNDERTAKINGS.

          The Company hereby undertakes

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

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933, as amended (the "Securities Act");

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the 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 the Registration Statement;

                    (iii) 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;

                                      -5-
provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under
          the Securities 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  hereby which remain
          unsold at the termination of the offering.

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

                                      -6-
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  Irvine,  State of  California,  on the 10th day of
March, 1995.

                                      ELEXSYS INTERNATIONAL, INC.

                                      By: /s/ MILAN MANDARIC
                                          --------------------------------------
                                          Milan Mandaric, Chairman of the Board,
                                          President and Chief Executive Officer

          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 dates indicated.

Signature                     Title                                 Date
- ----------                    -----                                 ----
     

/s/ MILAN MANDARIC            Chairman of the Board,           March 10, 1995
- -----------------------       President and Chief
Milan Mandaric                Executive Officer
                              (Principal Executive Officer)

/s/ ROLAND G. MATTHEWS        Director                         March 10, 1995
- -----------------------
Roland G. Matthews

/s/ PETER S. JONAS            Director                         March 10, 1995
- -----------------------
Peter S. Jonas

/s/ CHARLES H. HANDLEY        Director                         March 10, 1995
- -----------------------
Charles H. Handley

/s/ MICHAEL SHIMADA           Chief Financial                  March 10, 1995
- -----------------------       Officer (Principal
Michael Shimada               Financial Officer)
                              

                                      -7-
INDEX TO EXHIBITS

                                                                   Sequentially
Exhibit                                                              Numbered
Number              Description                                        Page
- -------             -----------                                    ------------

4.1       Form  of  Non-Qualified  Stock  Option  Agreement  for  the
          Registrant's 1994 Non-Qualified Stock Option Plan.

4.2       No-nQualified  Stock Option  Agreement dated as of November
          15, 1990 between Sherwin L. Samuels and the Registrant.

4.3       Non-Qualified  Stock Option  Agreement dated as of March 9,
          1993 between C. Stephen Mansfield and the Registrant.

4.4       Non-Qualified  Stock Option  Agreement dated as of November
          11, 1993 between C. Stephen Mansfield and the Registrant.

4.5       Amendment to Non-Qualified Stock Option Agreements dated as
          of June 6,  1994  between  C.  Stephen  Mansfield  and the
          Registrant.

5         Opinion  of  Sidley &  Austin  regarding  legality  of the
          shares of Common Stock.

23.1      Consent of Sidley & Austin,  incorporated by reference to
          Exhibit 5 hereof.

23.2      Consent of Deloitte & Touche.