As filed with the Securities and Exchange Commission on June 27, 2000

                          Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   EVTC, INC.
             (exact name of registrant as specified in its charter)

     Delaware                     5169                      22-3005943
 (State or other      (Primary Standard Industrial        (I.R.S. Employer
  jurisdiction of      Classification Code Number)         Identification No.)
  incorporation
  or organization)

                             121 South Norwood Drive
                               Hurst, Texas 76053
                                 (817) 282-0022
          (Address, including zip code, and telephone number, including
                     area code, of registrant's principal offices)

                                GEORGE S. CANNAN
                              Chairman of the Board
                                DAVID A. KEENER
                                    President
                                   EVTC, Inc.
                             121 South Norwood Drive
                               Hurst, Texas 76053
                                 (817) 282-0022
          (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)

                                    Copy to:

                            W. RAYMOND FELTON, ESQ.
                Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                            Metro Corporate Campus I
                              Post Office Box 5600
                          Woodbridge, New Jersey 07095
                                 (732) 549-5600

       Approximate  date of commencement of proposed sale to the public:
As soon as  practicable  after  this  Registration Statement becomes effective.

<PAGE>

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest reinvestment plans, check the following box. 9

     If any of the securities being registered on this Form are to be offered on
a delay or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. :

                         CALCULATION OF REGISTRATION FEE

                                                      Proposed    Proposed
                                                      Maximum     Maximum
Title of each Class of    Amount          Offering    Aggregate   Amount of
Securities to be          to be           Price per   Offering    Registration
Registered                Registered(1)   Share       Price       Fee

Common Stock,
  par value $.01
  per share               1,500,000        (2)     $15,996,375.00   $4,446.99


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

     (1) Includes an indeterminate  number of shares of common stock issuable to
prevent  dilution  resulting  from  stock  splits,  stock  dividends  or similar
transactions pursuant to Rule 416 under the Securities Act of 1933, as amended.

     (2) These are shares of common  stock with  respect to which  options  have
been  granted or are  available  for  granting  under the 1996 Stock Option Plan
(500,000) and the 2000 Stock Option Plan (1,000,000). We have granted options to
purchase  5105,000  shares  under  the 1996  plan to some of our  employees  and
directors  at exercise  prices from $0.625 to $12.13 per share,  with a weighted
average of $6.10 per share. We have granted  options to purchase  550,000 shares
under the 2000 plan at exercise  prices  from $6.00 to $10.50 per share,  with a
weighted average of $6.41 per share. The balance of the 395,000 shares under the
1996 plan and  450,000  shares  under the 2000 plan are to be  offered at prices
which have not yet been  determined.  The  offering  prices for those shares are
estimated  pursuant  to Rule 457(h)  based upon the closing  price of the common
stock on June 22, 2000 reported on The Nasdaq Stock  Market(TM)  ($14.00) solely
for the purpose of computing the registration fee.

     We hereby amend this Registration Statement on such date or dates as may be
necessary to delay its effective  date until we file a further  amendment  which
specifically  states that this  Registration  Statement shall thereafter  become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the  Registration   Statement  shall  become  effective  on  such  date  as  the
Commission, acting pursuant to said Section 8(a), may determine.


<PAGE>



                                   PROSPECTUS

                                   EVTC, INC.

               1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
               2000 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN


                                1,500,000 SHARES
                                  COMMON STOCK















     Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has  approved or  disapproved  these  securities  or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.





                  The date of this prospectus is June 27, 2000.


<PAGE>


                                TABLE OF CONTENTS
                                                                     PAGE

WHERE YOU CAN FIND MORE INFORMATION                                   2

INTRODUCTION                                                          2

PURPOSE AND ADMINISTRATION OF PLANS                                   3

DESCRIPTION OF OPTIONS AND TAX STATUS                                 3
         Award of Options                                             4
         Period of Plan; Amendments                                   4
         Exercise Period                                              4
         Vesting                                                      4
         Termination of Employment                                    4
         Option Price                                                 5
         Nontransferability                                           5
         Federal Income Tax Treatment of Incentive and Non-
           Qualified Stock Options                                    5

RESTRICTIONS ON RESALE OF COMMON STOCK                                6

DESCRIPTION OF CAPITAL STOCK                                          6
         General                                                      6
         Common Stock                                                 6
         Preferred Stock                                              7
         Transfer Agent                                               7

INDEMNIFICATION OF OFFICERS AND DIRECTORS                             7

LEGAL MATTERS                                                         7

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE                     8




<PAGE>


     You should rely only on the information  contained in this  prospectus.  No
dealer,  salesperson or other person is authorized to give any information  that
is not contained in this prospectus. This prospectus is not an offer to sell nor
is it seeking an offer to buy these shares in any  jurisdiction  where the offer
or sale is not  permitted.  The  information  contained  in this  prospectus  is
correct only as of the date of this  prospectus,  regardless  of the time of the
delivery of this prospectus or any sale of these shares.

                       WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of  1934,  and  we  therefore  file  reports,  proxy  statements  and  other
information  with the Securities and Exchange  Commission.  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549 and at the regional offices of the Commission located at
500 West Madison Street,  Chicago,  Illinois 60601 and 7 World Trade Center, New
York,  New York 10048.  Copies of such  material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at  prescribed  rates.  Our  common  stock is quoted on  Nasdaq,  and such
reports,  proxy  statements and other  information  can also be inspected at the
offices  of  Nasdaq  Operations,  1735 K Street,  N.W.,  Washington,  D.C.  Such
material  may also be accessed  electronically  by means of the  Securities  and
Exchange Commission's home page on the Internet (http://www.sec.gov).

     We have filed with the Commission a registration statement on Form S-8 with
respect  to the  shares  being  offered  hereby.  You may  obtain  copies of the
registration  statement  from the  Commission  at the  addresses in the previous
paragraph.  This prospectus does not contain all of the information set forth in
the  registration  statement and its exhibits.  We refer you to the registration
statement for further information about us and the shares. While we believe this
prospectus provides the material  information  regarding the documents described
herein,  the statements  contained in this  prospectus as to the contents of any
contract or any other documents are not  necessarily  complete and, in each such
instance,  you should refer to the copy of such document  filed as an exhibit to
the registration statement.

                                  INTRODUCTION

     Our Board of Directors  adopted the 1996 plan effective  April 1996 and the
2000 plan on January 11, 2000. Our  shareholders  approved the 1996 plan on June
27,  1996 and the 2000 plan on March 24,  2000.  Under the plans,  shares may be
offered to our employees, officers, directors and consultants. These offers are,
or will be, made at the prices and on the terms and conditions  contained in the
respective  stock option  agreements  between the Company and the  recipients of
stock option grants.

     Our principal  executive  offices are located at 121 South  Norwood  Drive,
Hurst, Texas 76053 and our telephone number is (817) 282-0022.


<PAGE>

     Following is a summary of the plans,  which is qualified in its entirety by
reference  to the plans and  certain  other  agreements  which  have been  filed
previously with the Securities and Exchange  Commission and are  incorporated by
reference in the Registration Statement on Form S-8.

                     PURPOSE AND ADMINISTRATION OF THE PLANS

     We believe that the plans provide valuable  incentives for our employees by
providing an opportunity for investment in our common stock as an inducement for
such  individuals to remain employed with us, and  encouraging  them to increase
their efforts to make our business  more  successful.  In  accordance  with this
belief,  our Board of Directors  adopted the plans,  which were  approved by our
shareholders.

     Five hundred  thousand shares are reserved for issuance under the 1996 plan
and one million  shares are reserved for  issuance  under the 2000 plan.  In the
event there is any change in the number of issued shares of common stock without
payment of new consideration for the shares (such as by stock dividends or stock
splits) or in the event that the number of outstanding shares of common stock is
changed  into or exchanged  for a different  number of shares of common stock or
other  securities  issued  by  us  or  another   corporation,   whether  through
reorganization,  recapitalization,  split-up,  combination of shares,  merger or
consolidation,  the number of shares  reserved for issuance  under the plan, the
number of shares  subject to any  outstanding  options and the option  price per
share of each outstanding stock option shall be appropriately  adjusted.  In the
event there is any change in the number or kind of outstanding  shares of common
stock or of any shares or other  securities  into  which  such  shares of common
stock have been changed or exchanged,  other than the transactions  specified in
this  paragraph,  equitable  adjustment  in the  options may be made in the sole
discretion of our Board of Directors, which administers the plans.

     The plans are not  subject to any  provisions  of the  Employee  Retirement
Income Security Act of 1974.

     We will  provide  reports to  participating  employees as to the amount and
status of their accounts upon request.

                     DESCRIPTION OF OPTIONS AND TAX STATUS

     The plan  provides  for the  grant of  incentive  and  non-qualified  stock
options.  A description of these options and certain  federal income tax aspects
associated with the options is set forth below. Because tax results may vary due
to individual  circumstances,  each  participant in the plan is urged to consult
his or her  personal  tax  advisor  with  respect to the  federal  and state tax
consequences of the exercise of an option or the sale of stock received upon the
exercise of the options.


<PAGE>

Award of Options

     Options may be granted under the plan to all employees (including employees
who are  officers  and/or  directors).  There is no specific  limitation  on the
number of shares with respect to which options may be granted to any  individual
under the plan. However, the plan provides that the aggregate fair market value,
determined at the time an option is granted, of the common stock with respect to
which  incentive  stock  options  are  exercisable  for  the  first  time  by  a
participant  during any calendar year (under all such plans we have or may adopt
in the future) may not exceed  $100,000.  We have granted stock options covering
105,000 shares under the 1996 plan and 550,000 under the 2000 plan to certain of
our employees and directors.

Period of Plan; Amendments

     No options may be granted  under the 1996 plan after April 1, 2006 or under
the 2000 plan after January 10, 2010.  The Board of Directors may amend the plan
as it deems advisable,  provided that any amendment which would adversely affect
the rights of an optionee  under any  existing  option  agreement  requires  the
consent of the optionee under such agreement.

Exercise Period

     Options  granted  under  the plan are  exercisable,  when  vested,  in such
installments  and for such periods as specified by the Board of Directors at the
time of grant,  but may not, in any  circumstance,  be exercisable more than ten
years after the date of grant.  However,  incentive  stock options granted to an
employee  who,  prior to the date of  grant,  holds  more  than 10% of the total
combined  voting  power of all classes of our stock (or, if  applicable,  of any
parent or subsidiary  corporations)  may not be exercisable more than five years
from the date of grant. As of this prospectus,  40,000 options granted under the
1996 plan have been  exercised  and no options  granted  under the 2000 plan had
been exercised.

Vesting

     Our Board of Directors  determines  the vesting  schedule of options at the
time they are  granted,  with  vesting to occur within a period not greater than
ten (10)  years from the date of grant of the  option.  Of the  105,000  options
outstanding  under the 1996 plan, 50,000 are currently vested and 50,000 vest in
equal portions over the three years between 2001 and 2004.  The 550,000  options
currently  outstanding under the 2000 plan vest in equal portions over the three
years between 2001 and 2004.

Termination of Employment

     Outstanding  options may be  exercised  during  employment  or within three
months  after  termination  of  employment  (other than by reason of death).  If
termination  is by reason of the death of an  optionee,  any option  exercisable
immediately  prior  to the  optionee's  death  may  be  exercised  by the  legal
representative  or  beneficiary  of the  optionee's  estate within twelve months
after the death of the  optionee  (but not after the basic  term of the  option)
with respect to the number of shares eligible for purchase on the date of death.


<PAGE>

Option Price

     The plan provides that the option price with respect to each option will be
determined  by the  Board of  Directors,  but,  in the case of  incentive  stock
options,  shall  not be less  than  100%  (110% in the case of  incentive  stock
options  granted to 10%  Shareholders)  of the fair  market  value of the common
stock on the date the option is  granted.  Payment of the option  price shall be
made in cash or certified check.

Nontransferability

     Each option granted under the plan is not transferable by the holder except
by will or the laws of descent and distribution of the state in which the holder
is domiciled at the time of his or her death.

Federal Income Tax Treatment of Incentive and NonQualified Stock Options

     Currently,  an employee will not be deemed to have realized income upon the
grant  of  a  non-qualified  stock  option  unless  the  option  has  a  readily
ascertainable  fair  market  value  at the  time it is  granted.  Generally,  an
employee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning of Section 83 of the  Internal  Revenue  Code of 1986,  as amended  (the
"Code") and the employee does not otherwise  elect to recognize  income upon the
exercise of the stock option, at such time as the shares become  transferable or
are no longer subject to a substantial risk of forfeiture) in an amount equal to
the excess (if any) of the fair  market  value of the shares  purchased,  at the
time of exercise  (or at such later time when the stock is no longer  restricted
in the case of restricted  stock),  over the exercise price. We will be entitled
to deduct an amount  equal to the  amount  included  as  ordinary  income by the
employee for our taxable year which includes the close of the employee's taxable
year in which  the  income is  included  by the  employee.  Options  granted  to
officers,  directors  and 10%  Shareholders  are deemed  restricted  for six (6)
months from the date of grant for purposes of the securities laws.

     An employee will also not be deemed to have received  income upon the grant
of an  incentive  stock option or,  except as noted below,  upon the exercise of
such option.  Unless  shares  acquired  upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares,  the optionee will generally  recognize capital gain or loss measured by
the  difference  between the amount  realized on the sale and the price paid for
the shares.  If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares  will be treated as  ordinary  income to the extent of
the lesser of (i) the excess of the fair market  value of the shares at the time
of exercise over the option price and (ii) the excess of the amount  realized on
the sale of stock over the option  price.  We will be allowed a deduction at the
time of sale in the amount of the ordinary  income  recognized  by the optionee.
The balance of any gain  realized  will be treated as  long-term  or  short-term
capital  gain,  depending  upon the length of time the  shares  were held by the
optionee.

<PAGE>


     Generally, the excess of the fair market value of an incentive stock option
at the time of exercise  (or, if the stock  subject to the option is  restricted
within  the  meaning  of Code  Section  83,  at such time as the  shares  become
transferable  or are not longer  subject to a substantial  risk of  forfeiture),
over the option price  constitutes an item of tax preference for purposes of the
alternative minimum tax. Thus, under certain  circumstances,  the exercise of an
incentive stock option will result in a tax at the time of exercise.

     We cannot assure you that the Code or the Treasury  regulations will not be
amended to change these tax consequences.

     You  should  refer  to the  applicable  provisions  of the  Code and to the
Treasury  regulations  for more detailed  information as to the tax treatment of
options  granted  pursuant to the plans.  You should  consult their tax advisors
with specific reference to their own tax situations and with regard to potential
changes in the applicable laws.

                     RESTRICTIONS ON RESALE OF COMMON STOCK

     While the plan does not place  restrictions  on resales of shares  acquired
thereunder,  shares  acquired  under the plan by an  "affiliate" as that term is
defined in Rule 405 under the  Securities  Act of 1933, as amended,  may only be
resold  pursuant to the  registration  requirements  of the Securities Act, Rule
144, or another applicable exemption therefrom.  Generally, sales of securities,
including shares, are subject to the antifraud  provisions  contained in federal
and state securities laws.  Acquisitions (including acquisitions under the plan)
and  dispositions  of shares by our  officers,  directors or certain  affiliates
within any  six-month  period may give rise to our right to recapture any profit
from such transactions  pursuant to Section 16(b) of the Securities Exchange Act
of 1934.

     It is advisable for a participant to consult with legal counsel  concerning
the securities law  implications  of his exercise of options and his acquisition
or disposition of shares under the plan.

                          DESCRIPTION OF CAPITAL STOCK

General

     The Company is authorized to issue 25,000,000  shares of common stock, $.01
par value per share, and 1,000,000 shares of preferred stock, $.01 par value per
share. As of the date of this  prospectus,  there are 7,378,752 shares of common
stock outstanding. No shares of preferred stock are currently outstanding.

Common Stock

     The holders of common stock are entitled to one vote for each share held of
record on all  matters to be voted on by  stockholders.  There is no  cumulative
voting  with  respect to the  election  of  directors,  with the result that the
holders of more than 50% of the shares  voting for the election of directors can
elect all of the directors.  The holders of common stock are entitled to receive


<PAGE>

dividends, if declared by the Board of Directors, out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of the Company,
the  holders  of common  stock  are  entitled  to share  ratably  in all  assets
remaining  available for  distribution  to them after payment of liabilities and
after provision has been made for each class of stock, if any, having preference
over the common  stock.  Holders  of shares of common  stock,  as such,  have no
conversion, preemptive or other subscription rights, and there are no redemption
provisions  applicable to the common  stock.  All of the  outstanding  shares of
common  stock are, and the shares of common stock  offered  hereby,  when issued
against  payment of the  consideration  set forth in this  prospectus,  will be,
fully paid and nonaccessable.

Preferred Stock

         The  Company  is  authorized  to  issue   preferred   stock  with  such
designations,  rights and  preferences as may be determined from time to time by
the Board of  Directors.  Accordingly,  the  Board of  Directors  is  empowered,
without   stockholder   approval,   to  issue  preferred  stock  with  dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting  power or other rights of the holders of our common stock and, in certain
instances,  could adversely  affect the market price of such stock. In the event
of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control. We have
no present intention to issue any shares of preferred stock.

Transfer Agent

         Our registrar and transfer agent for our common stock is North American
Transfer Company, 147 West Merrick Road, Freeport, New York 11520.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors,  officers and  controlling  persons,  we have
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,  we will,  unless in the  opinion of our 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.

                                  LEGAL MATTERS

     The legality of the shares offered by this  prospectus has been passed upon
by Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP, Woodbridge, New Jersey.


<PAGE>


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     Any  statement  contained  in any  document  incorporated  or  deemed to be
incorporated by reference in the registration statement of which this prospectus
is a part 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  documents  which also is or is deemed to be incorporated by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the registration statement.

     We will furnish  without  charge to each person,  including any  beneficial
owner to whom this prospectus is delivered,  upon his written or oral request, a
copy of any or all of the documents  referred to in the  registration  statement
which have been incorporated into the registration statement by reference (other
than  exhibits to such  documents).  Requests for such copies should be directed
to:

                                   EVTC, INC.
                             121 South Norwood Drive
                               Hurst, Texas 76053
                       Attention: David Keener, President
                                 (817) 282-0022


<PAGE>







                                    1,500,000
                             Shares of Common Stock




                                   EVTC, INC.





                                   PROSPECTUS








                                  JUNE 27, 2000



<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS



Item 3.  Incorporation of Documents by Reference.

     The  following  documents  we filed  with the  Commission  pursuant  to the
Exchange  Act (File No.  0-20986) are hereby  incorporated  by reference in this
registration  statement,  except as  otherwise  superseded  or  modified by this
registration statement:

    Our Annual Report on Form 10-K for the fiscal year ended September 30, 1999.

    Our Quarterly  Reports on Form 10-Q for the quarter ended  December 31,
1999 and March 31, 2000.

    All documents we subsequently filed pursuant to Sections 13(a),  13(c), 14
    or 15(d) of the Exchange  Act,  prior  to the  termination  of the offering
    shall be deemed to be  incorporated  by  reference  into this  prospectus.

Item 4.  Description of Securities.

     The common stock offered by this registration statement is registered under
the Exchange Act; therefore, no disclosure is made in response to this item.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

     The description set forth under the caption  "Indemnification  of Directors
and Officers" in EVTC's  Registration  Statement on Form SB-1, filed October 20,
1992, No. 33-53496, is incorporated herein by reference.

Item 7.  Exemption from Registration Claimed.

     Not applicable.


<PAGE>


Item 8.          Exhibits.

Exhibit
Numbers    Description of Documents

4.1        Form of Underwriters' Warrant(1)

4.2        Form of Warrant  Agency  Agreement  together  with attached  form of
           redeemable  Common Stock  Purchase  Warrant(1)

5          Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP

23.1       Consent of BDO Seidman LLP (page II-8)

23.2       Consent of KPMG LLP (page II-7)

24.1       Power of Attorney (page II-4)


Item 9.    Undertakings.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  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  that is  incorporated  by  reference  in this
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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant,  the  registrant has been advised that in the opinion the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the 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 express in the Act and
will be  governed  by the final  adjudication  of such  issue.  The  undersigned
registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
made of the securities  registered  hereby, 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;


<PAGE>


     (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;
and


     (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 the undertakings set forth in paragraphs (i) and (ii) above do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8  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.


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

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  ground 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 Hurst, Texas on the 27th day of June, 2000.

                                          EVTC, INC.

                                          By:   /s/ David A. Keener
                                              -------------------------------
                                                    David A. Keener, President


                                POWER OF ATTORNEY

     KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature appears
below   constitutes   and  appoints  David  A.  Keener.   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) 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 and any
other regulatory  authority,  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 one in and  about  the  premises,  as full to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent,  or his substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

Signature                        Title                          Date

/s/ George Cannan             Chairman of the Board,            June 27, 2000
-------------------------     and Chief Executive Officer
George Cannan

/s/ David A. Keener           President                         June 27, 2000
 ------------------------
David Keener

/s/ Timothy J. Hinkhouse      Chief Financial Officer           June 27, 2000
-------------------------
Timothy J. Hinkhouse

/s/ John Stefiuk              Director                          June 27, 2000
 ------------------------
John Stefiuk

/s/ Robert Casper             Director                          June 27, 2000
 ------------------------
Robert Casper

/s/ John Mazzuto              Director                          June 27, 2000
 ------------------------
John Mazzuto
<PAGE>


/s/ Edward Sakoff             Director                          June 27, 2000
-------------------------
Edward Sakoff

/s/ Laurie Kahn               Director                          June 27, 2000
-------------------------
Laurie Kahn


<PAGE>


                                                                   EXHIBIT 5

           Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                           Metro Corporate Campus One
                                  P.O. Box 5600
                            Woodbridge, NJ 07095-0988

                                  June 27, 2000

EVTC, Inc.
121 South Norwood Drive
Hurst, Texas 76053

           Re:   EVTC, Inc.

Gentlemen:

     We have  acted as  counsel  to EVTC,  Inc.,  a  Delaware  Corporation  (the
"Company"),  in  connection  with the filing by the  Company  of a  Registration
Statement  on  Form  S-8   (Registration  No.   333-__________),   covering  the
registration  of  1,500,000  shares of common  stock,  par value  $.01 per share
("Common  Stock").  We have been asked to issue an  opinion  as to  whether  the
Common Stock being  registered  will, when sold, be legally issued,  fully paid,
non-assessable, and binding obligations of the Company.

     As  counsel  to  the  Company,   we  have  examined  the   Certificate   of
Incorporation  and By-Laws,  as amended to date, and other corporate  records of
the Company and have made such other  investigations as we have deemed necessary
in connection with the opinion  hereinafter  set forth.  We have relied,  to the
extent we deem such reliance  proper,  upon certain factual  representations  of
officers and  directors of the Company given in  certificates,  in answer to our
written  inquiries  and  otherwise,  and,  although  we have  not  independently
verified all of the facts contained  therein,  nothing has come to our attention
that would cause us to believe that any of the statements  contained therein are
untrue or misleading.

     In making the aforesaid  examinations,  we have assumed the  genuineness of
all signatures and the conformity to original  documents of all copies furnished
to us. We have assumed that the corporate records of the Company furnished to us
constitute all of the existing  corporate records of the Company and include all
corporate proceedings taken by it.

     Based solely upon and subject to the foregoing,  we are of the opinion that
the  shares  of  Common  Stock  are duly  authorized,  issued  and full paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
aforesaid  Registration  Statement  and to the  reference  to our firm under the
caption "Legal Matters" in the Prospectus.

                                              Very truly yours,


                                              Greenbaum, Rowe, Smith,
                                              Ravin, Davis & Himmel LLP


<PAGE>


                                                           EXHIBIT 23.1

                          INDEPENDENT AUDITOR'S CONSENT

     We consent to incorporation  by reference in the Prospectus  constituting a
part of Registration  Statement on Form S-8 of EVTC,  Inc. of our report,  dated
December 8, 1999 except for Notes 5 and 13, as to which the date is December 23,
1999, relating to the consolidated  balance sheet of EVTC, Inc. and subsidiaries
as of September 30, 1999, and the related consolidated  statements of operations
and comprehensive  income (loss),  stockholders'  equity, and cash flows for the
year ended September 30, 1999, and related  financial  statement  schedule which
report  appears in the  September  30, 1999 annual  report on Form 10-K of EVTC,
Inc.




                                                          BDO Seidman, LLP


Dallas, Texas
June 27, 2000


<PAGE>


                                                            EXHIBIT 23.2

                          INDEPENDENT AUDITORS' CONSENT


     We consent to the use of our report incorporated herein by reference.


KPMG LLP








Dallas, Texas
June 26, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "EVTC, INC.", "secsgml_size_bytes": 40051}]
{"company-data": {"conformed-name": "EVTC INC", "cik": "0000888956", "assigned-sic": "5160", "irs-number": "223005943", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40208", "film-number": "661746"}, "business-address": {"street1": "121 S NORWOOD DR", "city": "HURST", "state": "TX", "zip": "76053", "phone": "7323703400"}, "mail-address": {"street1": "121 S NORWOOD DR", "city": "HURST", "state": "TX", "zip": "76053"}, "former-company": {"former-conformed-name": "ENVIRONMENTAL TECHNOLOGIES CORP", "date-changed": "19960515"}}
As filed with the Securities and Exchange Commission on June 27, 2000

                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   EVTC, INC.
             (exact name of registrant as specified in its charter)

     Delaware                     5169                      22-3005943
 (State or other      (Primary Standard Industrial        (I.R.S. Employer
  jurisdiction of      Classification Code Number)         Identification No.)
  incorporation
  or organization)

                             121 South Norwood Drive
                               Hurst, Texas 76053
                                 (817) 282-0022
          (Address, including zip code, and telephone number, including
                     area code, of registrant's principal offices)

                                GEORGE S. CANNAN
                              Chairman of the Board
                                DAVID A. KEENER
                                    President
                                   EVTC, Inc.
                             121 South Norwood Drive
                               Hurst, Texas 76053
                                 (817) 282-0022
          (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)

                                    Copy to:

                            W. RAYMOND FELTON, ESQ.
                Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                            Metro Corporate Campus I
                              Post Office Box 5600
                          Woodbridge, New Jersey 07095
                                 (732) 549-5600

       Approximate  date of commencement of proposed sale to the public:
As soon as  practicable  after  this  Registration Statement becomes effective.
If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest reinvestment plans, check the following box. 9

     If any of the securities being registered on this Form are to be offered on
a delay or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. :

                         CALCULATION OF REGISTRATION FEE

                                                      Proposed    Proposed
                                                      Maximum     Maximum
Title of each Class of    Amount          Offering    Aggregate   Amount of
Securities to be          to be           Price per   Offering    Registration
Registered                Registered(1)   Share       Price       Fee

Common Stock,
  par value $.01
  per share               1,500,000        (2)     $15,996,375.00   $4,446.99

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

     (1) Includes an indeterminate  number of shares of common stock issuable to
prevent  dilution  resulting  from  stock  splits,  stock  dividends  or similar
transactions pursuant to Rule 416 under the Securities Act of 1933, as amended.

     (2) These are shares of common  stock with  respect to which  options  have
been  granted or are  available  for  granting  under the 1996 Stock Option Plan
(500,000) and the 2000 Stock Option Plan (1,000,000). We have granted options to
purchase  5105,000  shares  under  the 1996  plan to some of our  employees  and
directors  at exercise  prices from $0.625 to $12.13 per share,  with a weighted
average of $6.10 per share. We have granted  options to purchase  550,000 shares
under the 2000 plan at exercise  prices  from $6.00 to $10.50 per share,  with a
weighted average of $6.41 per share. The balance of the 395,000 shares under the
1996 plan and  450,000  shares  under the 2000 plan are to be  offered at prices
which have not yet been  determined.  The  offering  prices for those shares are
estimated  pursuant  to Rule 457(h)  based upon the closing  price of the common
stock on June 22, 2000 reported on The Nasdaq Stock  Market(TM)  ($14.00) solely
for the purpose of computing the registration fee.

     We hereby amend this Registration Statement on such date or dates as may be
necessary to delay its effective  date until we file a further  amendment  which
specifically  states that this  Registration  Statement shall thereafter  become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the  Registration   Statement  shall  become  effective  on  such  date  as  the
Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS

                                   EVTC, INC.

               1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
               2000 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN

                                1,500,000 SHARES
                                  COMMON STOCK

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has  approved or  disapproved  these  securities  or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is June 27, 2000.
TABLE OF CONTENTS
                                                                     PAGE

WHERE YOU CAN FIND MORE INFORMATION                                   2

INTRODUCTION                                                          2

PURPOSE AND ADMINISTRATION OF PLANS                                   3

DESCRIPTION OF OPTIONS AND TAX STATUS                                 3
         Award of Options                                             4
         Period of Plan; Amendments                                   4
         Exercise Period                                              4
         Vesting                                                      4
         Termination of Employment                                    4
         Option Price                                                 5
         Nontransferability                                           5
         Federal Income Tax Treatment of Incentive and Non-
           Qualified Stock Options                                    5

RESTRICTIONS ON RESALE OF COMMON STOCK                                6

DESCRIPTION OF CAPITAL STOCK                                          6
         General                                                      6
         Common Stock                                                 6
         Preferred Stock                                              7
         Transfer Agent                                               7

INDEMNIFICATION OF OFFICERS AND DIRECTORS                             7

LEGAL MATTERS                                                         7

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE                     8
You should rely only on the information  contained in this  prospectus.  No
dealer,  salesperson or other person is authorized to give any information  that
is not contained in this prospectus. This prospectus is not an offer to sell nor
is it seeking an offer to buy these shares in any  jurisdiction  where the offer
or sale is not  permitted.  The  information  contained  in this  prospectus  is
correct only as of the date of this  prospectus,  regardless  of the time of the
delivery of this prospectus or any sale of these shares.

                       WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of  1934,  and  we  therefore  file  reports,  proxy  statements  and  other
information  with the Securities and Exchange  Commission.  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549 and at the regional offices of the Commission located at
500 West Madison Street,  Chicago,  Illinois 60601 and 7 World Trade Center, New
York,  New York 10048.  Copies of such  material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at  prescribed  rates.  Our  common  stock is quoted on  Nasdaq,  and such
reports,  proxy  statements and other  information  can also be inspected at the
offices  of  Nasdaq  Operations,  1735 K Street,  N.W.,  Washington,  D.C.  Such
material  may also be accessed  electronically  by means of the  Securities  and
Exchange Commission's home page on the Internet (http://www.sec.gov).

     We have filed with the Commission a registration statement on Form S-8 with
respect  to the  shares  being  offered  hereby.  You may  obtain  copies of the
registration  statement  from the  Commission  at the  addresses in the previous
paragraph.  This prospectus does not contain all of the information set forth in
the  registration  statement and its exhibits.  We refer you to the registration
statement for further information about us and the shares. While we believe this
prospectus provides the material  information  regarding the documents described
herein,  the statements  contained in this  prospectus as to the contents of any
contract or any other documents are not  necessarily  complete and, in each such
instance,  you should refer to the copy of such document  filed as an exhibit to
the registration statement.

                                  INTRODUCTION

     Our Board of Directors  adopted the 1996 plan effective  April 1996 and the
2000 plan on January 11, 2000. Our  shareholders  approved the 1996 plan on June
27,  1996 and the 2000 plan on March 24,  2000.  Under the plans,  shares may be
offered to our employees, officers, directors and consultants. These offers are,
or will be, made at the prices and on the terms and conditions  contained in the
respective  stock option  agreements  between the Company and the  recipients of
stock option grants.

     Our principal  executive  offices are located at 121 South  Norwood  Drive,
Hurst, Texas 76053 and our telephone number is (817) 282-0022.
Following is a summary of the plans,  which is qualified in its entirety by
reference  to the plans and  certain  other  agreements  which  have been  filed
previously with the Securities and Exchange  Commission and are  incorporated by
reference in the Registration Statement on Form S-8.

                     PURPOSE AND ADMINISTRATION OF THE PLANS

     We believe that the plans provide valuable  incentives for our employees by
providing an opportunity for investment in our common stock as an inducement for
such  individuals to remain employed with us, and  encouraging  them to increase
their efforts to make our business  more  successful.  In  accordance  with this
belief,  our Board of Directors  adopted the plans,  which were  approved by our
shareholders.

     Five hundred  thousand shares are reserved for issuance under the 1996 plan
and one million  shares are reserved for  issuance  under the 2000 plan.  In the
event there is any change in the number of issued shares of common stock without
payment of new consideration for the shares (such as by stock dividends or stock
splits) or in the event that the number of outstanding shares of common stock is
changed  into or exchanged  for a different  number of shares of common stock or
other  securities  issued  by  us  or  another   corporation,   whether  through
reorganization,  recapitalization,  split-up,  combination of shares,  merger or
consolidation,  the number of shares  reserved for issuance  under the plan, the
number of shares  subject to any  outstanding  options and the option  price per
share of each outstanding stock option shall be appropriately  adjusted.  In the
event there is any change in the number or kind of outstanding  shares of common
stock or of any shares or other  securities  into  which  such  shares of common
stock have been changed or exchanged,  other than the transactions  specified in
this  paragraph,  equitable  adjustment  in the  options may be made in the sole
discretion of our Board of Directors, which administers the plans.

     The plans are not  subject to any  provisions  of the  Employee  Retirement
Income Security Act of 1974.

     We will  provide  reports to  participating  employees as to the amount and
status of their accounts upon request.

                     DESCRIPTION OF OPTIONS AND TAX STATUS

     The plan  provides  for the  grant of  incentive  and  non-qualified  stock
options.  A description of these options and certain  federal income tax aspects
associated with the options is set forth below. Because tax results may vary due
to individual  circumstances,  each  participant in the plan is urged to consult
his or her  personal  tax  advisor  with  respect to the  federal  and state tax
consequences of the exercise of an option or the sale of stock received upon the
exercise of the options.
Award of Options

     Options may be granted under the plan to all employees (including employees
who are  officers  and/or  directors).  There is no specific  limitation  on the
number of shares with respect to which options may be granted to any  individual
under the plan. However, the plan provides that the aggregate fair market value,
determined at the time an option is granted, of the common stock with respect to
which  incentive  stock  options  are  exercisable  for  the  first  time  by  a
participant  during any calendar year (under all such plans we have or may adopt
in the future) may not exceed  $100,000.  We have granted stock options covering
105,000 shares under the 1996 plan and 550,000 under the 2000 plan to certain of
our employees and directors.

Period of Plan; Amendments

     No options may be granted  under the 1996 plan after April 1, 2006 or under
the 2000 plan after January 10, 2010.  The Board of Directors may amend the plan
as it deems advisable,  provided that any amendment which would adversely affect
the rights of an optionee  under any  existing  option  agreement  requires  the
consent of the optionee under such agreement.

Exercise Period

     Options  granted  under  the plan are  exercisable,  when  vested,  in such
installments  and for such periods as specified by the Board of Directors at the
time of grant,  but may not, in any  circumstance,  be exercisable more than ten
years after the date of grant.  However,  incentive  stock options granted to an
employee  who,  prior to the date of  grant,  holds  more  than 10% of the total
combined  voting  power of all classes of our stock (or, if  applicable,  of any
parent or subsidiary  corporations)  may not be exercisable more than five years
from the date of grant. As of this prospectus,  40,000 options granted under the
1996 plan have been  exercised  and no options  granted  under the 2000 plan had
been exercised.

Vesting

     Our Board of Directors  determines  the vesting  schedule of options at the
time they are  granted,  with  vesting to occur within a period not greater than
ten (10)  years from the date of grant of the  option.  Of the  105,000  options
outstanding  under the 1996 plan, 50,000 are currently vested and 50,000 vest in
equal portions over the three years between 2001 and 2004.  The 550,000  options
currently  outstanding under the 2000 plan vest in equal portions over the three
years between 2001 and 2004.

Termination of Employment

     Outstanding  options may be  exercised  during  employment  or within three
months  after  termination  of  employment  (other than by reason of death).  If
termination  is by reason of the death of an  optionee,  any option  exercisable
immediately  prior  to the  optionee's  death  may  be  exercised  by the  legal
representative  or  beneficiary  of the  optionee's  estate within twelve months
after the death of the  optionee  (but not after the basic  term of the  option)
with respect to the number of shares eligible for purchase on the date of death.
Option Price

     The plan provides that the option price with respect to each option will be
determined  by the  Board of  Directors,  but,  in the case of  incentive  stock
options,  shall  not be less  than  100%  (110% in the case of  incentive  stock
options  granted to 10%  Shareholders)  of the fair  market  value of the common
stock on the date the option is  granted.  Payment of the option  price shall be
made in cash or certified check.

Nontransferability

     Each option granted under the plan is not transferable by the holder except
by will or the laws of descent and distribution of the state in which the holder
is domiciled at the time of his or her death.

Federal Income Tax Treatment of Incentive and NonQualified Stock Options

     Currently,  an employee will not be deemed to have realized income upon the
grant  of  a  non-qualified  stock  option  unless  the  option  has  a  readily
ascertainable  fair  market  value  at the  time it is  granted.  Generally,  an
employee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning of Section 83 of the  Internal  Revenue  Code of 1986,  as amended  (the
"Code") and the employee does not otherwise  elect to recognize  income upon the
exercise of the stock option, at such time as the shares become  transferable or
are no longer subject to a substantial risk of forfeiture) in an amount equal to
the excess (if any) of the fair  market  value of the shares  purchased,  at the
time of exercise  (or at such later time when the stock is no longer  restricted
in the case of restricted  stock),  over the exercise price. We will be entitled
to deduct an amount  equal to the  amount  included  as  ordinary  income by the
employee for our taxable year which includes the close of the employee's taxable
year in which  the  income is  included  by the  employee.  Options  granted  to
officers,  directors  and 10%  Shareholders  are deemed  restricted  for six (6)
months from the date of grant for purposes of the securities laws.

     An employee will also not be deemed to have received  income upon the grant
of an  incentive  stock option or,  except as noted below,  upon the exercise of
such option.  Unless  shares  acquired  upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares,  the optionee will generally  recognize capital gain or loss measured by
the  difference  between the amount  realized on the sale and the price paid for
the shares.  If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares  will be treated as  ordinary  income to the extent of
the lesser of (i) the excess of the fair market  value of the shares at the time
of exercise over the option price and (ii) the excess of the amount  realized on
the sale of stock over the option  price.  We will be allowed a deduction at the
time of sale in the amount of the ordinary  income  recognized  by the optionee.
The balance of any gain  realized  will be treated as  long-term  or  short-term
capital  gain,  depending  upon the length of time the  shares  were held by the
optionee.
Generally, the excess of the fair market value of an incentive stock option
at the time of exercise  (or, if the stock  subject to the option is  restricted
within  the  meaning  of Code  Section  83,  at such time as the  shares  become
transferable  or are not longer  subject to a substantial  risk of  forfeiture),
over the option price  constitutes an item of tax preference for purposes of the
alternative minimum tax. Thus, under certain  circumstances,  the exercise of an
incentive stock option will result in a tax at the time of exercise.

     We cannot assure you that the Code or the Treasury  regulations will not be
amended to change these tax consequences.

     You  should  refer  to the  applicable  provisions  of the  Code and to the
Treasury  regulations  for more detailed  information as to the tax treatment of
options  granted  pursuant to the plans.  You should  consult their tax advisors
with specific reference to their own tax situations and with regard to potential
changes in the applicable laws.

                     RESTRICTIONS ON RESALE OF COMMON STOCK

     While the plan does not place  restrictions  on resales of shares  acquired
thereunder,  shares  acquired  under the plan by an  "affiliate" as that term is
defined in Rule 405 under the  Securities  Act of 1933, as amended,  may only be
resold  pursuant to the  registration  requirements  of the Securities Act, Rule
144, or another applicable exemption therefrom.  Generally, sales of securities,
including shares, are subject to the antifraud  provisions  contained in federal
and state securities laws.  Acquisitions (including acquisitions under the plan)
and  dispositions  of shares by our  officers,  directors or certain  affiliates
within any  six-month  period may give rise to our right to recapture any profit
from such transactions  pursuant to Section 16(b) of the Securities Exchange Act
of 1934.

     It is advisable for a participant to consult with legal counsel  concerning
the securities law  implications  of his exercise of options and his acquisition
or disposition of shares under the plan.

                          DESCRIPTION OF CAPITAL STOCK

General

     The Company is authorized to issue 25,000,000  shares of common stock, $.01
par value per share, and 1,000,000 shares of preferred stock, $.01 par value per
share. As of the date of this  prospectus,  there are 7,378,752 shares of common
stock outstanding. No shares of preferred stock are currently outstanding.

Common Stock

     The holders of common stock are entitled to one vote for each share held of
record on all  matters to be voted on by  stockholders.  There is no  cumulative
voting  with  respect to the  election  of  directors,  with the result that the
holders of more than 50% of the shares  voting for the election of directors can
elect all of the directors.  The holders of common stock are entitled to receive
dividends, if declared by the Board of Directors, out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of the Company,
the  holders  of common  stock  are  entitled  to share  ratably  in all  assets
remaining  available for  distribution  to them after payment of liabilities and
after provision has been made for each class of stock, if any, having preference
over the common  stock.  Holders  of shares of common  stock,  as such,  have no
conversion, preemptive or other subscription rights, and there are no redemption
provisions  applicable to the common  stock.  All of the  outstanding  shares of
common  stock are, and the shares of common stock  offered  hereby,  when issued
against  payment of the  consideration  set forth in this  prospectus,  will be,
fully paid and nonaccessable.

Preferred Stock

         The  Company  is  authorized  to  issue   preferred   stock  with  such
designations,  rights and  preferences as may be determined from time to time by
the Board of  Directors.  Accordingly,  the  Board of  Directors  is  empowered,
without   stockholder   approval,   to  issue  preferred  stock  with  dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting  power or other rights of the holders of our common stock and, in certain
instances,  could adversely  affect the market price of such stock. In the event
of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control. We have
no present intention to issue any shares of preferred stock.

Transfer Agent

         Our registrar and transfer agent for our common stock is North American
Transfer Company, 147 West Merrick Road, Freeport, New York 11520.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors,  officers and  controlling  persons,  we have
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,  we will,  unless in the  opinion of our 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.

                                  LEGAL MATTERS

     The legality of the shares offered by this  prospectus has been passed upon
by Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP, Woodbridge, New Jersey.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     Any  statement  contained  in any  document  incorporated  or  deemed to be
incorporated by reference in the registration statement of which this prospectus
is a part 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  documents  which also is or is deemed to be incorporated by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the registration statement.

     We will furnish  without  charge to each person,  including any  beneficial
owner to whom this prospectus is delivered,  upon his written or oral request, a
copy of any or all of the documents  referred to in the  registration  statement
which have been incorporated into the registration statement by reference (other
than  exhibits to such  documents).  Requests for such copies should be directed
to:

                                   EVTC, INC.
                             121 South Norwood Drive
                               Hurst, Texas 76053
                       Attention: David Keener, President
                                 (817) 282-0022
1,500,000
                             Shares of Common Stock

                                   EVTC, INC.

                                   PROSPECTUS

                                  JUNE 27, 2000
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  we filed  with the  Commission  pursuant  to the
Exchange  Act (File No.  0-20986) are hereby  incorporated  by reference in this
registration  statement,  except as  otherwise  superseded  or  modified by this
registration statement:

    Our Annual Report on Form 10-K for the fiscal year ended September 30, 1999.

    Our Quarterly  Reports on Form 10-Q for the quarter ended  December 31,
1999 and March 31, 2000.

    All documents we subsequently filed pursuant to Sections 13(a),  13(c), 14
    or 15(d) of the Exchange  Act,  prior  to the  termination  of the offering
    shall be deemed to be  incorporated  by  reference  into this  prospectus.

Item 4.  Description of Securities.

     The common stock offered by this registration statement is registered under
the Exchange Act; therefore, no disclosure is made in response to this item.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The description set forth under the caption  "Indemnification  of Directors
and Officers" in EVTC's  Registration  Statement on Form SB-1, filed October 20,
1992, No. 33-53496, is incorporated herein by reference.

Item 7.  Exemption from Registration Claimed.

     Not applicable.
Item 8.          Exhibits.

Exhibit
Numbers    Description of Documents

4.1        Form of Underwriters' Warrant(1)

4.2        Form of Warrant  Agency  Agreement  together  with attached  form of
           redeemable  Common Stock  Purchase  Warrant(1)

5          Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP

23.1       Consent of BDO Seidman LLP (page II-8)

23.2       Consent of KPMG LLP (page II-7)

24.1       Power of Attorney (page II-4)

Item 9.    Undertakings.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  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  that is  incorporated  by  reference  in this
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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant,  the  registrant has been advised that in the opinion the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the 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 express in the Act and
will be  governed  by the final  adjudication  of such  issue.  The  undersigned
registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
made of the securities  registered  hereby, 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;
and

     (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 the undertakings set forth in paragraphs (i) and (ii) above do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8  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.

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

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  ground 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 Hurst, Texas on the 27th day of June, 2000.

                                          EVTC, INC.

                                          By:   /s/ David A. Keener
                                              -------------------------------
                                                    David A. Keener, President

                                POWER OF ATTORNEY

     KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature appears
below   constitutes   and  appoints  David  A.  Keener.   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) 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 and any
other regulatory  authority,  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 one in and  about  the  premises,  as full to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent,  or his substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

Signature                        Title                          Date

/s/ George Cannan             Chairman of the Board,            June 27, 2000
-------------------------     and Chief Executive Officer
George Cannan

/s/ David A. Keener           President                         June 27, 2000
 ------------------------
David Keener

/s/ Timothy J. Hinkhouse      Chief Financial Officer           June 27, 2000
-------------------------
Timothy J. Hinkhouse

/s/ John Stefiuk              Director                          June 27, 2000
 ------------------------
John Stefiuk

/s/ Robert Casper             Director                          June 27, 2000
 ------------------------
Robert Casper

/s/ John Mazzuto              Director                          June 27, 2000
 ------------------------
John Mazzuto
/s/ Edward Sakoff             Director                          June 27, 2000
-------------------------
Edward Sakoff

/s/ Laurie Kahn               Director                          June 27, 2000
-------------------------
Laurie Kahn
EXHIBIT 5

           Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
                           Metro Corporate Campus One
                                  P.O. Box 5600
                            Woodbridge, NJ 07095-0988

                                  June 27, 2000

EVTC, Inc.
121 South Norwood Drive
Hurst, Texas 76053

           Re:   EVTC, Inc.

Gentlemen:

     We have  acted as  counsel  to EVTC,  Inc.,  a  Delaware  Corporation  (the
"Company"),  in  connection  with the filing by the  Company  of a  Registration
Statement  on  Form  S-8   (Registration  No.   333-__________),   covering  the
registration  of  1,500,000  shares of common  stock,  par value  $.01 per share
("Common  Stock").  We have been asked to issue an  opinion  as to  whether  the
Common Stock being  registered  will, when sold, be legally issued,  fully paid,
non-assessable, and binding obligations of the Company.

     As  counsel  to  the  Company,   we  have  examined  the   Certificate   of
Incorporation  and By-Laws,  as amended to date, and other corporate  records of
the Company and have made such other  investigations as we have deemed necessary
in connection with the opinion  hereinafter  set forth.  We have relied,  to the
extent we deem such reliance  proper,  upon certain factual  representations  of
officers and  directors of the Company given in  certificates,  in answer to our
written  inquiries  and  otherwise,  and,  although  we have  not  independently
verified all of the facts contained  therein,  nothing has come to our attention
that would cause us to believe that any of the statements  contained therein are
untrue or misleading.

     In making the aforesaid  examinations,  we have assumed the  genuineness of
all signatures and the conformity to original  documents of all copies furnished
to us. We have assumed that the corporate records of the Company furnished to us
constitute all of the existing  corporate records of the Company and include all
corporate proceedings taken by it.

     Based solely upon and subject to the foregoing,  we are of the opinion that
the  shares  of  Common  Stock  are duly  authorized,  issued  and full paid and
non-assessable, and the issuance of such shares by the Company is not subject to
any preemptive or similar rights.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
aforesaid  Registration  Statement  and to the  reference  to our firm under the
caption "Legal Matters" in the Prospectus.

                                              Very truly yours,

                                              Greenbaum, Rowe, Smith,
                                              Ravin, Davis & Himmel LLP
EXHIBIT 23.1

                          INDEPENDENT AUDITOR'S CONSENT

     We consent to incorporation  by reference in the Prospectus  constituting a
part of Registration  Statement on Form S-8 of EVTC,  Inc. of our report,  dated
December 8, 1999 except for Notes 5 and 13, as to which the date is December 23,
1999, relating to the consolidated  balance sheet of EVTC, Inc. and subsidiaries
as of September 30, 1999, and the related consolidated  statements of operations
and comprehensive  income (loss),  stockholders'  equity, and cash flows for the
year ended September 30, 1999, and related  financial  statement  schedule which
report  appears in the  September  30, 1999 annual  report on Form 10-K of EVTC,
Inc.

                                                          BDO Seidman, LLP

Dallas, Texas
June 27, 2000
EXHIBIT 23.2

                          INDEPENDENT AUDITORS' CONSENT

     We consent to the use of our report incorporated herein by reference.

KPMG LLP

Dallas, Texas
June 26, 2000