As filed with the Securities and Exchange Commission on July 2, 1996
                                                      Registration No.
                                                                      ---------
================================================================================
        
                             Washington, D.C. 20549
                                ---------------
                            REGISTRATION STATEMENT
                                       on
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ---------------
                              ORYX TECHNOLOGY CORP.
             [Exact name of Registrant as specified in its charter]

             Delaware                                       22-2115843
     (State or other jurisdiction                        (I.R.S. Employer
           of incorporation)                             Identification No.)
                                ---------------
                              47341 Bayside Parkway
                            Fremont, California 94538
                    (Address of Principal Executive Offices)

                              Oryx Technology Corp.
                           Incentive and Nonqualified
                                Stock Option Plan
                 1995 Director's Non-Qualified Stock Option Plan
                              (Full title of Plans)
                                ---------------
                                Mr. Arvind Patel
                             Chief Executive Officer
                              Oryx Technology Corp.
                              47341 Bayside Parkway
                            Fremont, California 94538
                                 (510) 249-1144
            (Name, address and telephone number of agent for service)

                  Copies to:
                             James Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                                   Suite 1900
                          200 East Las Olas Boulevard
                         Fort Lauderdale, Florida 33301
                           Direct Line: (954) 766-7858

               Approximate date of commencement of proposed sales:
                   From time to time after the effective date
                          of the Registration Statement
<TABLE>
<CAPTION>
===============================================================================================================
                         CALCULATION OF REGISTRATION FEE
     --------------------------- -------------------------------------------------- ---------------------------
      Title of each class of                              Proposed             Proposed maximum      Amount of
         securities to be          Amount to be         maximum offering          aggregate        registration
             registered             registered         price per share (1)     offering price(1)       fee (1)
     ---------------------------------------------------------------------------- -----------------------------
         <S>                         <C>                     <C>                 <C>                 <C>   
           Common Stock,             600,000 (2)             $ 3.375             $ 2,025,000         $ 698.27
         par value $0.001            225,000 (3)             $ 3.375             $   759,375         $ 261.85
     ---------------------------------------------------------------------------- -----------------------------
(1)    Pursuant to Rule 457(h) and Rule 457(c), the proposed maximum offering price per share and the
       registration  fee are  based on the reported average of the high and low prices for ORYX Technology
       Corp. Common Stock on NASDAQ on June 25, 1996.
(2)    Shares reserved for issuance under the Incentive and Nonqualified Stock Option Plan (in addition to
       525,000 shares previously registered on Form S-8 File No. 33-85556).
(3)    Shares reserved for issuance under the 1995 Director's Nonqualified Stock Option Plan.          
==============================================================================================================
</TABLE>


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS1

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information
                             ---------------------
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  which  have  heretofore  been  filed by ORYX
Technology  Corp.  (the  "Company")  (File No.  1-12680) with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act"),  are  incorporated by reference herein and
shall be deemed to be a part hereof:

         1.  The  Company's  Annual  Report  on  Form 10-KSB for the fiscal year
ended February 29, 1996.

         2.  The  Company's Current Report on Form 8-K filed with the Commission
on March 26, 1996.

         3.  The  description  of the  Company's  Common  Stock  contained  in a
registration  statement  filed under the  Securities  Exchange  Act of 1934,  as
amended,  including  any  amendment  or report filed for the purpose of updating
such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant  to  Section  13(a),  13(c),  14 and 15(d) of the 1934 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  (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 1934 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-KSB  covering  such year  shall  not be  Incorporated  Documents  or be
incorporated  by  reference in this  Registration  Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-KSB.

         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.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

1  This information is not required  to be included in,  and is not incorporated
   by reference in, this Registration Statement.

<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Section  145  of  the  Delaware  General   Corporation  Law  permits  a
corporation  to  indemnify  any director or officer of the  corporation  against
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlements actually and reasonably incurred in connection with any action, suit
or  proceeding  brought  by  reason  of the fact  that  such  person is or was a
director or officer of the  corporation,  if such person acted in good faith and
in a manner  that he or she  reasonably  believed to be in or not opposed to the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding, if he or she had no reason to believe his conduct was unlawful. In a
derivative   action,   i.e.,  one  by  or  in  the  right  of  the  corporation,
indemnification  may be made only for expenses actually incurred by any director
or officer in connection with the defense or settlement of an action or suit, if
such  person has acted in good faith and in a manner  that he or she  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except  that no  indemnification  shall be made if such  person  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action or suit was brought shall  determine upon  application
that the defendant is reasonably entitled to indemnity for such expenses despite
such adjudication of liability.

         The  Company's  Certificate  of  Incorporation  provides  that,  to the
fullest  extent  permitted by Delaware law, the Company's  directors will not be
liable for monetary damages, for breach of the directors' fiduciary duty of care
to the Company and its  stockholders.  This  provision  and the  Certificate  of
Incorporation   does  not  eliminate  the  duty  of  care  and  in   appropriate
circumstances,  equitable  remedies  such as an  injunction  or  other  forms of
non-monetary  relief would remain  available  under  Delaware law. Each director
will  continue to be subject to liability for breach of the  directors'  duty of
loyalty to the  Company  for acts or  omissions  not in good faith or  involving
intentional  misconduct or knowing violations of law, for acts or omissions that
the director believes to be contrary to the best interests of the Company or its
stockholders  for any  transaction  from which the director  derived an improper
personal  benefit for acts or  omissions  involving a reckless  disregard of the
director's duty to the Company or its stockholders  where the director was aware
or should  have been aware of the risk of serious  injury to the  Company or its
stockholders  for acts or omissions  that  constitute  an  unexcused  pattern of
inattention  that amounts to an abdication of the director's duty to the Company
or its  stockholders  for  improper  transactions  between the  director and the
Company and for improper  distributions  to stockholders  and loans to directors
and   officers.   This   provision   also  does  not   affect   the   director's
responsibilities  under any other laws such as the  federal  securities  laws or
state or federal environmental laws.

         The Company has an insurance policy covering the liability and expenses
which might be incurred in connection with lawful  indemnification  of directors
and  officers of the Company and its  majority  owned  subsidiaries  for certain
liabilities  and  expenses  of such  directors  and  officers  for acts in those
capacities.  Such  directors  and  officers  are also  insured  against  certain
liabilities and expense  incurred for acts in such capacities and for which they
are not entitled to indemnification by the Company.

         The  Company's  Bylaws  provide  that  the  Company  has the  power  to
indemnify  its  directors  and officers to the fullest  extent  permitted by the
Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The Exhibits listed in the following Exhibit Index are filed as part of
this Registration Statement.

           EXHIBIT NUMBER             DESCRIPTION

                 3.1                  Certificate of Incorporation of Registrant
                                      dated July 26,  1993 (filed as Exhibit 3.1
                                      to the  Registrant's  Form 10-KSB File No.
                                      1-12680 for the fiscal year ended February

<PAGE>
                                      28,  1994  and   incorporated   herein  by
                                      reference),  as amended by the Certificate
                                      of   Amendment  to  the   Certificate   of
                                      Incorporation  of  Registrant  dated March
                                      29,  1994  (filed  as  Exhibit  3.3 to the
                                      Registrant's  Form 10-KSB File No. 1-12680
                                      for the  fiscal  year ended  February  28,
                                      1994   and    incorporated    herein    by
                                      reference),  as amended by the Certificate
                                      of   Amendment  to  the   Certificate   of
                                      Incorporation  of Registrant dated January
                                      31,  1996  (filed as  Exhibit  3.3A to the
                                      Registrant's  Form 10-KSB File No. 1-12680
                                      for the  fiscal  year ended  February  29,
                                      1996 and incorporated herein by reference)

                 3.2                  Bylaws of  the Registrant, as  adopted  by
                                      the Board of Directors and Stockholders on
                                      July 26,  1993  (filed as  Exhibit  3.2 to
                                      Registrant's  Form 10-KSB File No. 1-12680
                                      for the  fiscal  year ended  February  28,
                                      1994 and incorporated herein by reference)

                  5                   Opinion  of  Atlas,  Pearlman,  Trop  & 
                                      Borkson, P.A. (including consent to filing
                                      thereof)*   

                  23                  Consent of Independent Accountants, Price
                                      Waterhouse LLP*

                 29.1                 ORYX Technology  Corp.  Amended  Incentive
                                      and Nonqualified Stock Option Plan*

                 29.2                 ORYX  Technology  Corp.  1995  Director's
                                      Nonqualified Stock Option Plan*
                                      -----------------------------------------
                                      * filed herewith

Item 9.  Undertakings.

         (1)      The undersigned registrant hereby undertakes:

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

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

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

PROVIDED,  HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and 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 Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement;


<PAGE>
         (b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

         (c) 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.

         (2) The undersigned  registrant hereby undertakes that, for the purpose
of determining  any liability  under the Securities Act of 1933,  each filing of
the registrant's annual report pursuant to Section 13(a) or Section 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)  of  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 of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3)  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.





<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Fremont, State of California, on the 27th day of
June, 1996.

                           ORYX TECHNOLOGY CORP.



                             By: /s/Arvind Patel
                                ---------------------------------------
                                            Arvind Patel
                                 Chief Executive Officer and Director



                                POWER OF ATTORNEY

         Know all men by these  presents,  that each officer or director of ORYX
Technology Corp. whose signature  appears below  constitutes and appoints Arvind
Patel and Andrew  Wilson,  and each of them  severally  her/his  true and lawful
attorney-in-fact  and agent,  with full and several power of  substitution,  for
her/him and in her/his name, place and stead, in any and all capacities, to sign
any or all amendments,  including  post-effective  amendments and supplements to
this  Registration  Statement,  and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully to all intents and  purposes as
they or she/he might or could do in person,  hereby ratifying and confirming all
that  said  attorney-in-fact  and  agent  or  her/his  or  their  substitute  or
substitutes may lawfully do or cause to be done by virtue thereof.






<PAGE>


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated and on the dates set forth opposite their signature.

     SIGNATURE                   TITLE                       DATE
     ---------                   -----                       ----


/s/Arvind Patel                  Principal Executive        June 27, 1996
- ---------------------------      Officer and Director
Arvind Patel


/s/Andrew G. Wilson
- ---------------------------      Principal Financial and    June 27, 1996
Andrew G. Wilson                 Accounting Officer


/s/Nitin Mehta                   Director                   June 27, 1996
- ---------------------------
Nitin Mehta


/s/Andrew Intrater               Treasurer, Secretary       June 27, 1996
- ----------------------------     and Director
Andrew Intrater


/s/John Abeles                   Chairman and Director      June 27, 1996
- ----------------------------
John Abeles

                                
/s/Jay M. Haft                   Director                   June 27, 1996
- ----------------------------
Jay M. Haft
                                 

/s/Bruce Schindler               Director                   June 27, 1996 
- ----------------------------
Bruce Schindler

/s/Ted D. Morgan                 Director                   June 27, 1996
- ----------------------------
Ted D. Morgan



<PAGE>

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



                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       On

                                    Form S-8

                                      Under

                           The Securities Act of 1933




                              ORYX Technology Corp.
               (Exact name of issuer as specified in its charter)

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

 



<PAGE>


                                 ORYX Technology Corp.




    EXHIBIT NUMBER        DESCRIPTION                               SEQUENTIAL
    --------------        -----------                               PAGE NUMBER
                                                                    -----------
           5              Opinion of Atlas, Pearlman, Trop &            11
                          Borkson (and consent thereto)
 
           23             Consent of Independent Accountants,           13
                          Price Waterhouse LLP

          29.1            ORYX   Technology    Corp.    Amended         15
                          Incentive  and   Nonqualified   Stock
                          Option Plan

          29.2            ORYX     Technology     Corp.    1995         23
                          Director's  Nonqualified Stock Option
                          Plan
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 23563}]
{"company-data": {"conformed-name": "ORYX TECHNOLOGY CORP", "cik": "0000915355", "assigned-sic": "3620", "irs-number": "222115841", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07409", "film-number": "96590153"}, "business-address": {"street1": "47341 BAYSIDE PARKWAY", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5102491144"}, "mail-address": {"street1": "47341 BAYSIDE PARKWAY", "city": "FREMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and Exchange Commission on July 2, 1996
                                                      Registration No.
                                                                      ---------
================================================================================
        
                             Washington, D.C. 20549
                                ---------------
                            REGISTRATION STATEMENT
                                       on
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ---------------
                              ORYX TECHNOLOGY CORP.
             [Exact name of Registrant as specified in its charter]

             Delaware                                       22-2115843
     (State or other jurisdiction                        (I.R.S. Employer
           of incorporation)                             Identification No.)
                                ---------------
                              47341 Bayside Parkway
                            Fremont, California 94538
                    (Address of Principal Executive Offices)

                              Oryx Technology Corp.
                           Incentive and Nonqualified
                                Stock Option Plan
                 1995 Director's Non-Qualified Stock Option Plan
                              (Full title of Plans)
                                ---------------
                                Mr. Arvind Patel
                             Chief Executive Officer
                              Oryx Technology Corp.
                              47341 Bayside Parkway
                            Fremont, California 94538
                                 (510) 249-1144
            (Name, address and telephone number of agent for service)

                  Copies to:
                             James Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                                   Suite 1900
                          200 East Las Olas Boulevard
                         Fort Lauderdale, Florida 33301
                           Direct Line: (954) 766-7858

               Approximate date of commencement of proposed sales:
                   From time to time after the effective date
                          of the Registration Statement
===============================================================================================================
                         CALCULATION OF REGISTRATION FEE
     --------------------------- -------------------------------------------------- ---------------------------
      Title of each class of                              Proposed             Proposed maximum      Amount of
         securities to be          Amount to be         maximum offering          aggregate        registration
             registered             registered         price per share (1)     offering price(1)       fee (1)
     ---------------------------------------------------------------------------- -----------------------------
Common Stock,             600,000 (2)             $ 3.375             $ 2,025,000         $ 698.27
         par value $0.001            225,000 (3)             $ 3.375             $   759,375         $ 261.85
     ---------------------------------------------------------------------------- -----------------------------
(1)    Pursuant to Rule 457(h) and Rule 457(c), the proposed maximum offering price per share and the
       registration  fee are  based on the reported average of the high and low prices for ORYX Technology
       Corp. Common Stock on NASDAQ on June 25, 1996.
(2)    Shares reserved for issuance under the Incentive and Nonqualified Stock Option Plan (in addition to
       525,000 shares previously registered on Form S-8 File No. 33-85556).
(3)    Shares reserved for issuance under the 1995 Director's Nonqualified Stock Option Plan.          
==============================================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS1

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information
                             ---------------------
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  which  have  heretofore  been  filed by ORYX
Technology  Corp.  (the  "Company")  (File No.  1-12680) with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act"),  are  incorporated by reference herein and
shall be deemed to be a part hereof:

         1.  The  Company's  Annual  Report  on  Form 10-KSB for the fiscal year
ended February 29, 1996.

         2.  The  Company's Current Report on Form 8-K filed with the Commission
on March 26, 1996.

         3.  The  description  of the  Company's  Common  Stock  contained  in a
registration  statement  filed under the  Securities  Exchange  Act of 1934,  as
amended,  including  any  amendment  or report filed for the purpose of updating
such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant  to  Section  13(a),  13(c),  14 and 15(d) of the 1934 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  (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 1934 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-KSB  covering  such year  shall  not be  Incorporated  Documents  or be
incorporated  by  reference in this  Registration  Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-KSB.

         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.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

1  This information is not required  to be included in,  and is not incorporated
   by reference in, this Registration Statement.
Item 6.  Indemnification of Directors and Officers.

         Section  145  of  the  Delaware  General   Corporation  Law  permits  a
corporation  to  indemnify  any director or officer of the  corporation  against
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlements actually and reasonably incurred in connection with any action, suit
or  proceeding  brought  by  reason  of the fact  that  such  person is or was a
director or officer of the  corporation,  if such person acted in good faith and
in a manner  that he or she  reasonably  believed to be in or not opposed to the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding, if he or she had no reason to believe his conduct was unlawful. In a
derivative   action,   i.e.,  one  by  or  in  the  right  of  the  corporation,
indemnification  may be made only for expenses actually incurred by any director
or officer in connection with the defense or settlement of an action or suit, if
such  person has acted in good faith and in a manner  that he or she  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except  that no  indemnification  shall be made if such  person  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action or suit was brought shall  determine upon  application
that the defendant is reasonably entitled to indemnity for such expenses despite
such adjudication of liability.

         The  Company's  Certificate  of  Incorporation  provides  that,  to the
fullest  extent  permitted by Delaware law, the Company's  directors will not be
liable for monetary damages, for breach of the directors' fiduciary duty of care
to the Company and its  stockholders.  This  provision  and the  Certificate  of
Incorporation   does  not  eliminate  the  duty  of  care  and  in   appropriate
circumstances,  equitable  remedies  such as an  injunction  or  other  forms of
non-monetary  relief would remain  available  under  Delaware law. Each director
will  continue to be subject to liability for breach of the  directors'  duty of
loyalty to the  Company  for acts or  omissions  not in good faith or  involving
intentional  misconduct or knowing violations of law, for acts or omissions that
the director believes to be contrary to the best interests of the Company or its
stockholders  for any  transaction  from which the director  derived an improper
personal  benefit for acts or  omissions  involving a reckless  disregard of the
director's duty to the Company or its stockholders  where the director was aware
or should  have been aware of the risk of serious  injury to the  Company or its
stockholders  for acts or omissions  that  constitute  an  unexcused  pattern of
inattention  that amounts to an abdication of the director's duty to the Company
or its  stockholders  for  improper  transactions  between the  director and the
Company and for improper  distributions  to stockholders  and loans to directors
and   officers.   This   provision   also  does  not   affect   the   director's
responsibilities  under any other laws such as the  federal  securities  laws or
state or federal environmental laws.

         The Company has an insurance policy covering the liability and expenses
which might be incurred in connection with lawful  indemnification  of directors
and  officers of the Company and its  majority  owned  subsidiaries  for certain
liabilities  and  expenses  of such  directors  and  officers  for acts in those
capacities.  Such  directors  and  officers  are also  insured  against  certain
liabilities and expense  incurred for acts in such capacities and for which they
are not entitled to indemnification by the Company.

         The  Company's  Bylaws  provide  that  the  Company  has the  power  to
indemnify  its  directors  and officers to the fullest  extent  permitted by the
Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The Exhibits listed in the following Exhibit Index are filed as part of
this Registration Statement.

           EXHIBIT NUMBER             DESCRIPTION

                 3.1                  Certificate of Incorporation of Registrant
                                      dated July 26,  1993 (filed as Exhibit 3.1
                                      to the  Registrant's  Form 10-KSB File No.
                                      1-12680 for the fiscal year ended February
28,  1994  and   incorporated   herein  by
                                      reference),  as amended by the Certificate
                                      of   Amendment  to  the   Certificate   of
                                      Incorporation  of  Registrant  dated March
                                      29,  1994  (filed  as  Exhibit  3.3 to the
                                      Registrant's  Form 10-KSB File No. 1-12680
                                      for the  fiscal  year ended  February  28,
                                      1994   and    incorporated    herein    by
                                      reference),  as amended by the Certificate
                                      of   Amendment  to  the   Certificate   of
                                      Incorporation  of Registrant dated January
                                      31,  1996  (filed as  Exhibit  3.3A to the
                                      Registrant's  Form 10-KSB File No. 1-12680
                                      for the  fiscal  year ended  February  29,
                                      1996 and incorporated herein by reference)

                 3.2                  Bylaws of  the Registrant, as  adopted  by
                                      the Board of Directors and Stockholders on
                                      July 26,  1993  (filed as  Exhibit  3.2 to
                                      Registrant's  Form 10-KSB File No. 1-12680
                                      for the  fiscal  year ended  February  28,
                                      1994 and incorporated herein by reference)

                  5                   Opinion  of  Atlas,  Pearlman,  Trop  & 
                                      Borkson, P.A. (including consent to filing
                                      thereof)*   

                  23                  Consent of Independent Accountants, Price
                                      Waterhouse LLP*

                 29.1                 ORYX Technology  Corp.  Amended  Incentive
                                      and Nonqualified Stock Option Plan*

                 29.2                 ORYX  Technology  Corp.  1995  Director's
                                      Nonqualified Stock Option Plan*
                                      -----------------------------------------
                                      * filed herewith

Item 9.  Undertakings.

         (1)      The undersigned registrant hereby undertakes:

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

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

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

PROVIDED,  HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and 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 Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement;
(b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

         (c) 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.

         (2) The undersigned  registrant hereby undertakes that, for the purpose
of determining  any liability  under the Securities Act of 1933,  each filing of
the registrant's annual report pursuant to Section 13(a) or Section 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)  of  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 of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3)  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.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Fremont, State of California, on the 27th day of
June, 1996.

                           ORYX TECHNOLOGY CORP.

                             By: /s/Arvind Patel
                                ---------------------------------------
                                            Arvind Patel
                                 Chief Executive Officer and Director

                                POWER OF ATTORNEY

         Know all men by these  presents,  that each officer or director of ORYX
Technology Corp. whose signature  appears below  constitutes and appoints Arvind
Patel and Andrew  Wilson,  and each of them  severally  her/his  true and lawful
attorney-in-fact  and agent,  with full and several power of  substitution,  for
her/him and in her/his name, place and stead, in any and all capacities, to sign
any or all amendments,  including  post-effective  amendments and supplements to
this  Registration  Statement,  and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully to all intents and  purposes as
they or she/he might or could do in person,  hereby ratifying and confirming all
that  said  attorney-in-fact  and  agent  or  her/his  or  their  substitute  or
substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated and on the dates set forth opposite their signature.

     SIGNATURE                   TITLE                       DATE
     ---------                   -----                       ----

/s/Arvind Patel                  Principal Executive        June 27, 1996
- ---------------------------      Officer and Director
Arvind Patel

/s/Andrew G. Wilson
- ---------------------------      Principal Financial and    June 27, 1996
Andrew G. Wilson                 Accounting Officer

/s/Nitin Mehta                   Director                   June 27, 1996
- ---------------------------
Nitin Mehta

/s/Andrew Intrater               Treasurer, Secretary       June 27, 1996
- ----------------------------     and Director
Andrew Intrater

/s/John Abeles                   Chairman and Director      June 27, 1996
- ----------------------------
John Abeles

                                
/s/Jay M. Haft                   Director                   June 27, 1996
- ----------------------------
Jay M. Haft
                                 

/s/Bruce Schindler               Director                   June 27, 1996 
- ----------------------------
Bruce Schindler

/s/Ted D. Morgan                 Director                   June 27, 1996
- ----------------------------
Ted D. Morgan
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       On

                                    Form S-8

                                      Under

                           The Securities Act of 1933

                              ORYX Technology Corp.
               (Exact name of issuer as specified in its charter)

================================================================================
ORYX Technology Corp.

    EXHIBIT NUMBER        DESCRIPTION                               SEQUENTIAL
    --------------        -----------                               PAGE NUMBER
                                                                    -----------
           5              Opinion of Atlas, Pearlman, Trop &            11
                          Borkson (and consent thereto)
 
           23             Consent of Independent Accountants,           13
                          Price Waterhouse LLP

          29.1            ORYX   Technology    Corp.    Amended         15
                          Incentive  and   Nonqualified   Stock
                          Option Plan

          29.2            ORYX     Technology     Corp.    1995         23
                          Director's  Nonqualified Stock Option
                          Plan