<HTML>
<HEAD>
<TITLE>Form S-8 ISOP</TITLE>
</HEAD>
<BODY>
<blockquote>
<B><FONT FACE="Times,Times New Roman"><P ALIGN="CENTER">FORM S-8</P>
<p align="center">SECURITIES AND EXCHANGE COMMISSION
<p align="center">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<p align="center">&nbsp;</p>
</B>
<P align="center">TELTRONICS, INC.<HR noshade><center>(Exact name of issuer as specified in its charter)</center></FONT>
<BR><BR>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=90%>
<TR><TD WIDTH="54%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER">Delaware<HR noshade></FONT></TD>
<TD WIDTH="46%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER">59-2937938<HR noshade></FONT></TD>
</TR>
<TR><TD WIDTH="54%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER">(State or jurisdiction<BR>of incorporation)</FONT></TD>
<TD WIDTH="46%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER">(IRS Employer<BR>Identification No.)</FONT></TD>
</TR>
</TABLE>
<BR><BR>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=90%>
<TR><TD WIDTH="63%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER">2150 Whitfield Industrial Way, Sarasota, Florida<HR noshade></FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER">34243<HR noshade></FONT></TD>
</TR>
<TR><TD WIDTH="63%" VALIGN="TOP"><P ALIGN="CENTER">(Address of Principal Executive Offices)</TD>
<TD WIDTH="38%" VALIGN="TOP"><P ALIGN="CENTER">(Zip Code)</TD>
</TR>
</TABLE>
<BR><BR>
<FONT FACE="Times,Times New Roman">

<P align="center">Teltronics, Inc., 1995 Incentive Stock Option Plan<HR noshade><center>(Full title of plan)</center>
<BR><BR>
<P align="center">John N. Blair, Esq., 2645 Sheridan Drive, Tonawanda, New York 14150<HR noshade><center>(Name and address of agent for service)</center>


<P>&nbsp;</P>
<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE*</P></B></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=90%>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER">Title of each<BR>Class of<BR>Securities to be<BR>Registered</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER"></P>
<P ALIGN="CENTER"><BR><BR>Amount to be<BR>Registered</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER">Proposed<BR>Maximum<BR>Offering Price<BR>Per Share<SUP>(1)</SUP></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER">Proposed<BR>Maximum<BR>Aggregate<BR>Offering Price<SUP>(1)</SUP></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman"><P ALIGN="CENTER"></P>
<P ALIGN="CENTER"><BR>Amount of<BR>Registration<BR>Fee<SUP>(1)</SUP></FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman">
<P align="center">Common Stock<BR>$.001 par value</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman">
<P ALIGN="CENTER">1,250,000</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman">
<P ALIGN="CENTER">$2.6405</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman">
<P ALIGN="CENTER">$3,300,625.00</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT FACE="Times,Times New Roman">
<P ALIGN="CENTER">$871.37</FONT></TD>
</TR>
</TABLE>

<U><FONT FACE="Times,Times New Roman">
</U>
<P>The approximate date of the proposed sale of securities offered hereby is on or after September 11, 2000.  </P>

<SUP><P>(1)  </SUP>Computed pursuant to Rule 457(c) and 457(h), under the Securities Act based upon the average of the high and low sales prices of Teltronics, Inc.'s stock as reported by The Nasdaq Small Cap Market on August 31, 2000.</P>

<P ALIGN="CENTER">&nbsp;</P>
<U><P ALIGN="CENTER">Cross-Reference Sheet</P>
</U>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As required by Item 501(b) of Regulation S-K, the following sets forth the location of the disclosures required by Items 1 and 2 of Form S-8 in the Section 10(a) Prospectus
prepared in accordance with Rule 428 promulgated under the Securities Act of 1933.</P>

<P>&nbsp;</P>
<TABLE BORDER=0 width="90%">
<TR> <TD width="20%">Form S-8<BR>Item No.<HR noshade></TD> <TD width="20%">&nbsp;</TD> <TD width="50%"><BR>Location in Section 10(a) Prospectus<HR noshade></TD> </TR>
<TR> <TD align="center">1<BR><BR>2</TD> <TD></TD> <TD>Plan Information<BR><BR>Registrant Information and Employee Plan Annual<BR>Information</TD> </TR>
</TABLE>
<BR><BR><BR>

<P>&nbsp;</P>
<P ALIGN="CENTER">[Balance of page intentionally left blank]</P>
<BR><BR><BR><BR><BR>
<p align="center">2

<BR>
<P>&nbsp;</P>
<B><P>PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
</B>
<B><P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporation of Documents by Reference</P>
</B>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company hereby incorporates by reference and makes a part of this registration statement the documents described in (a) - (c) below.  In addition, all documents filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this registration statement have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of filing of such documents.</P>
<P ALIGN="JUSTIFY"></P>

<TABLE BORDER=0 width="90%">
<TR> <TD align="right" width="8%">(a)</TD> <TD width="5%">&nbsp;</TD> <TD>The Company's Annual Report on Form 10-K for the year ended December 31, 1999.</TD> </TR>
<TR> <TD align="right"><BR>(b)</TD> <TD>&nbsp;</TD> <TD><BR>The Company's Prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended, dated April 21, 2000.</TD> </TR>
<TR> <TD align="right" valign="top"><BR>(c)</TD> <TD>&nbsp;</TD> <TD><BR>All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act, since the end of the year covered by the document referred to in (a) above.</TD> </TR>
</TABLE>

<B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Description of Securities</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;COMMON STOCK</P>
<P ALIGN="JUSTIFY"></P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has Forty Million (40,000,000) authorized shares of Common Stock, $.001 par value per share, of which Four Million Seven Hundred Forty Thousand Five Hundred
Ninety Six (4,740,596) shares were issued and outstanding as of August 25, 2000.  All shares of Common Stock outstanding are, and the shares offered hereby when  paid for and issued will be, legally issued, fully paid and non-assessable.  Holders of the
Common Stock are entitled to one vote per share with respect to all matters that are required by law to be submitted to vote of shareholders.  Holders of the Common Stock are not entitled to cumulative voting.  This means that the holder(s) of more than
fifty percent (50%) of the aggregate voting rights of the Company's securities can elect all of the directors of the Company.  The Common Stock has no redemption, preemptive or sinking fund rights.  Holders of the Common Stock are entitled to dividends
when, as and if declared by the Board of Directors from funds legally available therefore. The Company has never paid any dividends on its Common Stock and intends, for the foreseeable future, that earnings generated by the Company's operations will be
used to pay dividends on preferred stock, if any, and to finance the Company's working capital and market expansion requirements.  The Company, therefore, does not anticipate that any dividends will be paid to holders of Common Stock.  In the event of
liquidation, dissolution or winding up the Company, holders of Common Stock are entitled to share ratably in the amount available for distribution to the holders of Common Stock.  </P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NON-VOTING COMMON STOCK</P>
<P ALIGN="JUSTIFY"></P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has authorized the issuance of Five Million (5,000,000) shares of Non-Voting Common (&quot;NVC&quot;) Stock.  The Company's Board of Directors has the power to
determine the dividend, conversion rights, redemption rights and similar matters of any future series of NVC Stock that may be issued.  None of the NVC stock is presently issued and outstanding as of August 25, 2000.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>

<p align="center">3

<B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PREFERRED STOCK</P>
<P ALIGN="JUSTIFY"></P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is authorized to issue Five Million (5,000,000) shares of Preferred Stock (&quot;Preferred Stock&quot;), par value $.001 per share, issuable in such series and
bearing such voting, dividend, conversion, liquidation and other rights and preferences as the Board of Directors may determine without further action by the Company's shareholders. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has designated and issued to its Senior Vice President of Business Development One Hundred Thousand (100,000) of the shares of the Preferred Stock as Series A
Preferred Stock (the &quot;Series A Preferred Stock&quot;).  Each share of the Series A Preferred Stock is entitled to Four Hundred (400) votes and is not entitled to any dividends.  The Series A Preferred Stock is subject to restrictions on transfer and
resale, including the right of the Company to approve or disapprove any sale, transfer or other disposition to any third party not controlled by its Senior Vice President of Business Development.  </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has designated and issued Twelve Thousand Six Hundred Twenty Five (12,625) shares of the Preferred Stock as Series B Preferred Stock (the &quot;Series B Preferred
Stock&quot;).  Each share of Series B Preferred Stock is entitled to a number of votes equal to the number of shares of Common Stock into which such share of Series B Preferred Stock is convertible and dividends payable in cash until February, 2002 at the
rate of $12.00 per share per annum payable quarterly.  In the event of liquidation, dissolution or winding up of the Company prior to any distributions to the holders of any other class or series of capital stock of the Company, including holders of
Common Stock, the holders of the Series B Preferred Stock are entitled to receive $100.00 per share.  The shares of Series B Preferred Stock are convertible at the option of the holder, in whole or in part, at any time at an initial conversion price of
$2.75 per share subject to adjustment under certain circumstances.  The Company has the option, under certain circumstances, to redeem the Series B Preferred Stock. </P>

<B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 5 through Item 7.</P>
<P ALIGN="JUSTIFY"></P>
</B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information contained in Items 5 through 7 of the Company's Registration Statement No. 333-91905 is hereby incorporated herein by reference.</P>
<B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits.</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has filed the following as exhibits to this registration statement and has listed each by reference to the sequential subsection numbers of Regulation S-K, Item
601(b):</P>
<P ALIGN="JUSTIFY"></P>


<TABLE BORDER=0 WIDTH="90%">
<TR> <TD WIDTH="15%">Exhibit<BR>Number<HR NOSHADE></TD> <TD WIDTH="10%"></TD> <TD WIDTH="15%" ALIGN="CENTER">Item 601(b)<BR>Number<HR NOSHADE></TD> <TD WIDTH="10%"></TD> <TD WIDTH="40%" ALIGN="CENTER"><BR>Description<HR NOSHADE></TD> </TR>
<TR> <TD valign="top">5.1</TD> <TD></TD> <TD valign="top" align="center">&nbsp;5</TD> <TD></TD> <TD>Opinion of Blair &amp; Roach Regarding<BR>Legality of Securities Registered</TD> </TR>
<TR> <TD valign="top">23.1</TD> <TD></TD> <TD valign="top" align="center">23</TD> <TD></TD> <TD>Consent of Blair &amp; Roach (contained<BR>
in the opinion of Blair &amp; Roach filed<BR>
as Exhibit No. 5.1)
</TD> </TR>
<TR> <TD>23.2</TD> <TD></TD> <TD align="center">23</TD> <TD></TD> <TD>Consent of Ernst &amp; Young LLP,<BR>Independent Certified Public Accountants</TD> </TR>
</TABLE>

<P ALIGN="JUSTIFY">____________________________________</P>

<BR><BR>
<p align="center">4


<B><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Undertakings.  </P>
</B><P ALIGN="JUSTIFY"></P>


<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Company hereby makes the following undertakings pursuant to Item 512 of Regulation S-K:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp; (1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.  Notwithstanding the foregoing, any increase or decrease in volume of the securities offered (if the total dollar value of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any material information with respect to the plan and distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 initial bona fide offering thereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 herein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering thereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a</p>
<BR><BR>
<p align="center">5
<BR>
<p align="justify">director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy in the Act and will be
governed by the final adjudication of such issue.</P>
<P ALIGN="JUSTIFY"></P>
<BR><BR><BR><BR><BR><BR>
<p align="center">6

<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sarasota, State of Florida, on this
31st day of August, 2000.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>

<TABLE BORDER=0 width="90%">
<TR> <TD width="45%">&nbsp;</TD> <TD width="45%">TELTRONICS, INC.<BR><BR><BR>/s/ Ewen R. Cameron<HR noshade>Ewen R. Cameron<BR>President and Chief Executive Officer</TD> </TR>
</TABLE>
<BR>

<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.</P>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>


<TABLE BORDER=0 width="90%">
<TR> <TD width="50%" valign="top">August 31, 2000<HR noshade width="50%" align="left">Dated</TD> <TD width="40%">/s/ Ewen R. Cameron<HR noshade>Ewen R. Cameron, Director, President, and<BR> Chief Executive Officer<BR>(Principal Executive Officer)</TD> </TR>

<TR> <TD valign="top"><BR>August 31, 2000<HR noshade width="50%" align="left">Dated</TD> <TD><BR>/s/ Mark E. Scott<HR noshade>Mark E. Scott, Vice-President of<BR>
Finance, Secretary, Treasurer and Chief<BR>Financial Officer (Principal<BR>
Financial and Accounting Officer)</TD> </TR>
<TR> <TD valign="top"><BR>August 31, 2000<HR noshade width="50%" align="left">Dated</TD> <TD><BR>/s/ Norman R. Dobiesz<HR noshade>Norman R. Dobiesz, Director
</TD> </TR>
<TR> <TD valign="top"><BR>August 31, 2000<HR noshade width="50%" align="left">Dated</TD> <TD><BR>/s/ Carl S. Levine<HR noshade>Carl S. Levine, Director
</TD> </TR>
<TR> <TD valign="top"><BR>August 31, 2000<HR noshade width="50%" align="left">Dated</TD> <TD><BR>/s/ Gregory G. Barr<HR noshade>Gregory G. Barr, Director
</TD> </TR>
</TABLE>

<BR><BR><BR>
<BR><BR><BR>

<p align="center">7


</FONT></blockquote></BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "s8isop.htm", "description": "1995 INCENTIVE STOCK OPTION PLAN", "secsgml_size_bytes": 21893}]
{"company-data": {"conformed-name": "TELTRONICS INC", "cik": "0000097052", "assigned-sic": "3661", "irs-number": "592937938", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45372", "film-number": "718810"}, "business-address": {"street1": "2150 WHITEFIELD INDUSTRIAL WAY", "city": "SARASOTA", "state": "FL", "zip": "34243", "phone": "8137535000"}, "mail-address": {"street1": "2150 WHITFIELD INDUSTRIAL WAY", "city": "SARASOTA", "state": "FL", "zip": "34243"}}
Form S-8 ISOP
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TELTRONICS, INC.
(Exact name of issuer as specified in its charter)
Delaware
59-2937938
(State or jurisdiction
of incorporation)
(IRS Employer
Identification No.)
2150 Whitfield Industrial Way, Sarasota, Florida
34243
(Address of Principal Executive Offices)
(Zip Code)
Teltronics, Inc., 1995 Incentive Stock Option Plan
(Full title of plan)
John N. Blair, Esq., 2645 Sheridan Drive, Tonawanda, New York 14150
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE*
Title of each
Class of
Securities to be
Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share
(1)
Proposed
Maximum
Aggregate
Offering Price
(1)
Amount of
Registration
Fee
(1)
Common Stock
$.001 par value
1,250,000
$2.6405
$3,300,625.00
$871.37
The approximate date of the proposed sale of securities offered hereby is on or after September 11, 2000.
(1)  Computed pursuant to Rule 457(c) and 457(h), under the Securities Act based upon the average of the high and low sales prices of Teltronics, Inc.'s stock as reported by The Nasdaq Small Cap Market on August 31, 2000.
Cross-Reference Sheet
As required by Item 501(b) of Regulation S-K, the following sets forth the location of the disclosures required by Items 1 and 2 of Form S-8 in the Section 10(a) Prospectus
prepared in accordance with Rule 428 promulgated under the Securities Act of 1933.
Form S-8
Item No.
Location in Section 10(a) Prospectus
1
2
Plan Information
Registrant Information and Employee Plan Annual
Information
[Balance of page intentionally left blank]
2
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.          Incorporation of Documents by Reference
The Company hereby incorporates by reference and makes a part of this registration statement the documents described in (a) - (c) below.  In addition, all documents filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this registration statement have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of filing of such documents.
(a)
The Company's Annual Report on Form 10-K for the year ended December 31, 1999.
(b)
The Company's Prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended, dated April 21, 2000.
(c)
All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act, since the end of the year covered by the document referred to in (a) above.
Item 4.          Description of Securities
COMMON STOCK
The Company has Forty Million (40,000,000) authorized shares of Common Stock, $.001 par value per share, of which Four Million Seven Hundred Forty Thousand Five Hundred
Ninety Six (4,740,596) shares were issued and outstanding as of August 25, 2000.  All shares of Common Stock outstanding are, and the shares offered hereby when  paid for and issued will be, legally issued, fully paid and non-assessable.  Holders of the
Common Stock are entitled to one vote per share with respect to all matters that are required by law to be submitted to vote of shareholders.  Holders of the Common Stock are not entitled to cumulative voting.  This means that the holder(s) of more than
fifty percent (50%) of the aggregate voting rights of the Company's securities can elect all of the directors of the Company.  The Common Stock has no redemption, preemptive or sinking fund rights.  Holders of the Common Stock are entitled to dividends
when, as and if declared by the Board of Directors from funds legally available therefore. The Company has never paid any dividends on its Common Stock and intends, for the foreseeable future, that earnings generated by the Company's operations will be
used to pay dividends on preferred stock, if any, and to finance the Company's working capital and market expansion requirements.  The Company, therefore, does not anticipate that any dividends will be paid to holders of Common Stock.  In the event of
liquidation, dissolution or winding up the Company, holders of Common Stock are entitled to share ratably in the amount available for distribution to the holders of Common Stock.
NON-VOTING COMMON STOCK
The Company has authorized the issuance of Five Million (5,000,000) shares of Non-Voting Common ("NVC") Stock.  The Company's Board of Directors has the power to
determine the dividend, conversion rights, redemption rights and similar matters of any future series of NVC Stock that may be issued.  None of the NVC stock is presently issued and outstanding as of August 25, 2000.
3
PREFERRED STOCK
The Company is authorized to issue Five Million (5,000,000) shares of Preferred Stock ("Preferred Stock"), par value $.001 per share, issuable in such series and
bearing such voting, dividend, conversion, liquidation and other rights and preferences as the Board of Directors may determine without further action by the Company's shareholders.
The Company has designated and issued to its Senior Vice President of Business Development One Hundred Thousand (100,000) of the shares of the Preferred Stock as Series A
Preferred Stock (the "Series A Preferred Stock").  Each share of the Series A Preferred Stock is entitled to Four Hundred (400) votes and is not entitled to any dividends.  The Series A Preferred Stock is subject to restrictions on transfer and
resale, including the right of the Company to approve or disapprove any sale, transfer or other disposition to any third party not controlled by its Senior Vice President of Business Development.
The Company has designated and issued Twelve Thousand Six Hundred Twenty Five (12,625) shares of the Preferred Stock as Series B Preferred Stock (the "Series B Preferred
Stock").  Each share of Series B Preferred Stock is entitled to a number of votes equal to the number of shares of Common Stock into which such share of Series B Preferred Stock is convertible and dividends payable in cash until February, 2002 at the
rate of $12.00 per share per annum payable quarterly.  In the event of liquidation, dissolution or winding up of the Company prior to any distributions to the holders of any other class or series of capital stock of the Company, including holders of
Common Stock, the holders of the Series B Preferred Stock are entitled to receive $100.00 per share.  The shares of Series B Preferred Stock are convertible at the option of the holder, in whole or in part, at any time at an initial conversion price of
$2.75 per share subject to adjustment under certain circumstances.  The Company has the option, under certain circumstances, to redeem the Series B Preferred Stock.
Item 5 through Item 7.
The information contained in Items 5 through 7 of the Company's Registration Statement No. 333-91905 is hereby incorporated herein by reference.
Item 8.          Exhibits.
The Company has filed the following as exhibits to this registration statement and has listed each by reference to the sequential subsection numbers of Regulation S-K, Item
601(b):
Exhibit
Number
Item 601(b)
Number
Description
5.1
5
Opinion of Blair & Roach Regarding
Legality of Securities Registered
23.1
23
Consent of Blair & Roach (contained
in the opinion of Blair & Roach filed
as Exhibit No. 5.1)
23.2
23
Consent of Ernst & Young LLP,
Independent Certified Public Accountants
____________________________________
4
Item 9.          Undertakings.
The undersigned Company hereby makes the following undertakings pursuant to Item 512 of Regulation S-K:
(a)   (1)     
To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(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.  Notwithstanding the foregoing, any increase or decrease in volume of the securities offered (if the total dollar value of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii)     To include any material information with respect to the plan and distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
Provided however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 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 initial bona fide offering thereof.
(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)          The undersigned Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 herein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering thereof.
(h)          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a
5
director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy in the Act and will be
governed by the final adjudication of such issue.
6
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sarasota, State of Florida, on this
31st day of August, 2000.
TELTRONICS, INC.
/s/ Ewen R. Cameron
Ewen R. Cameron
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
August 31, 2000
Dated
/s/ Ewen R. Cameron
Ewen R. Cameron, Director, President, and
Chief Executive Officer
(Principal Executive Officer)
August 31, 2000
Dated
/s/ Mark E. Scott
Mark E. Scott, Vice-President of
Finance, Secretary, Treasurer and Chief
Financial Officer (Principal
Financial and Accounting Officer)
August 31, 2000
Dated
/s/ Norman R. Dobiesz
Norman R. Dobiesz, Director
August 31, 2000
Dated
/s/ Carl S. Levine
Carl S. Levine, Director
August 31, 2000
Dated
/s/ Gregory G. Barr
Gregory G. Barr, Director
7