Registration No. 333-______

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


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

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

                                    SVT INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                     84-1167603
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                            59 John Street, 3rd Floor
                            New York, New York 10038
                    (Address of Principal Executive Offices)


                            2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                   Amit Sarkar
                             Chief Operating Officer
                                    SVT Inc.
                            59 John Street, 3rd Floor
                            New York, New York 10038
                     (Name and address of agent for service)

                                 (212) 571-6904
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            CARTER, LEDYARD & MILBURN
                                  2 Wall Street
                          New York, New York 10005-2072
                       Attention: Stephen V. Burger, Esq.



<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

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

                                                      Proposed maximum offering             Proposed              Amount of
 Title of securities to be         Amount to be            price per share             maximum aggregate      registration fee
         registered                 registered                                           offering price
------------------------------------------------------------------------------------------------------------------------------

<S>                               <C>                          <C>                        <C>                     <C>
Common Stock,
  par value $.001
  per share.............          1,000,000 shs.               $0.25(1)                   $   250,000             $   23.00

Common Stock,
  par value $.001
  per share.............          7,400,000 shs.               $4.375(2)                   32,375,000              2,978.50
                                  ---------                                                ----------              --------
                                                                                          $32,625,000             $3,001.50
Totals..................          8,400,000 shs.
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Calculated  pursuant  to Rule  457(h)  on the  basis of the  price at which
     outstanding options under the 2000 Stock Incentive Plan may be exercised.

(2)  Calculated pursuant to Rule 457(h) and (c) upon the basis of the average of
     the high and low bid quotations ($4.75 and $4.00) for a share of the common
     stock as reported on May 16, 2002, by dealers appearing as market makers on
     the OTC Bulletin Board.

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

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act of 1933.


                                       2

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Registrant  (known until February 1, 2002, as SWWT, Inc.)  incorporates
by reference into this Registration  Statement the following  documents filed by
it with the Commission (Commission File No. 0-25942):

          (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 2001;

          (b) The  Registrant's Quarterly  Report on Form 10-Q for the quarterly
     period ended March 31, 2002;

          (c) The  Registrant's  Current Reports on Form 8-K bearing cover dates
     of February 1, 2002,  February 21, 2002,  and February 21, 2002  (Amendment
     No. 1); and

          (d) The description of the common stock of the Registrant contained in
     the Registrant's definitive proxy statement dated January 16, 2002, for the
     special meeting of the Registrant's  stockholders held on January 29, 2002,
     and any updates of such  description  to be contained  in any  registration
     statement,  report or amendment  thereto of the Registrant  hereafter filed
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby  have  been  sold,  or  which  deregisters  all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  in and made a part of this  Registration  Statement  from the date of
filing of such documents.


Item 4. Description of Securities.

     Not required.  The  Registrant's  common stock is registered  under Section
12(g) of the Exchange Act.


Item 5. Interests of Named Experts and Counsel.

     None.

                                       3


<PAGE>


Item 6. Indemnification of Directors and Officers.

     Reference  is made to Section  145 of the  General  Corporation  Law of the
State  of  Delaware,  the  Registrant's  jurisdiction  of  incorporation,  which
provides  for   indemnification   of  directors   and  officers   under  certain
circumstances.

     Consistent  with  Section  145,   Article   SEVENTH  of  the   Registrant's
certificate of incorporation provides as follows:

          "SEVENTH:  The Corporation  shall indemnify its directors and officers
     to the fullest  extent  authorized or permitted by law, as now or hereafter
     in effect, and such right to indemnification  shall continue as to a person
     who has ceased to be a director  or  officer of the  Corporation  and shall
     inure to the benefit of his or her heirs,  executors and personal and legal
     representatives; provided, however, that, except for proceedings to enforce
     rights  to  indemnification,  the  Corporation  shall not be  obligated  to
     indemnify  any  director  or  officer  (or his or her heirs,  executors  or
     personal or legal representatives) in connection with a proceeding (or part
     thereof)  initiated by such person unless such proceeding (or part thereof)
     was  authorized  or  consented to by the Board of  Directors.  The right to
     indemnification  conferred by this Article  SEVENTH shall include the right
     to be paid  by the  Corporation  the  expenses  incurred  in  defending  or
     otherwise   participating  in  any  proceeding  in  advance  of  its  final
     disposition.

          .   .   .

          "The  rights  to  indemnification  and  to  the  advance  of  expenses
     conferred in this Article SEVENTH shall not be exclusive of any other right
     which any person may have or  hereafter  acquire  under  this  Amended  and
     Restated Certificate of Incorporation,  the By-Laws of the Corporation, any
     statute,  agreement,  vote of  stockholders or  disinterested  directors or
     otherwise.

          "Any  repeal  or  modification  of  this  Article  SEVENTH  shall  not
     adversely  affect any rights to  indemnification  and to the advancement of
     expenses of a director or officer of the  Corporation  existing at the time
     of such  repeal  or  modification  with  respect  to any acts or  omissions
     occurring prior to such repeal or modification."

          ARTICLE VIII of the Registrant's by-laws provides as follows:

          "Section 1. Power to Indemnify in Actions,  Suits or Proceedings Other
     than Those by or in the Right of the  Corporation.  Subject to Section 3 of
     this Article VIII, the Corporation shall indemnify any person who was or is
     a party or is threatened to be made a party to any  threatened,  pending or
     completed   action,   suit  or   proceeding,   whether   civil,   criminal,
     administrative or investigative (other than an action by or in the right of
     the  Corporation)  by  reason  of the fact  that  such  person  is or was a
     director or officer of the Corporation,  or is or was a director or officer
     of the Corporation  serving at the request of the Corporation as a director
     or officer,  employee or agent of another corporation,  partnership,  joint
     venture, trust, employee benefit plan or other enterprise, against expenses
     (including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
     settlement  actually and  reasonably  incurred by such person in connection
     with such action, suit or proceeding if such person

                                        4

<PAGE>

     acted in good faith and in a manner such person  reasonably  believed to be
     in or not  opposed to the best  interests  of the  Corporation,  and,  with
     respect to any criminal action or proceeding, such person had no reasonable
     cause to believe his or her conduct was unlawful.  The  termination  of any
     action, suit or proceeding by judgment,  order, settlement,  conviction, or
     upon a plea of nolo  contendere  or its  equivalent,  shall not, of itself,
     create a  presumption  that such  person did not act in good faith and in a
     manner which such person reasonably believed to be in or not opposed to the
     best interests of the Corporation, and, with respect to any criminal action
     or proceeding,  had reasonable cause to believe that his or her conduct was
     unlawful.

          "Section 2. Power to Indemnify in Actions,  Suits or Proceedings by or
     in the Right of the Corporation. Subject to Section 3 of this Article VIII,
     the  Corporation  shall  indemnify  any  person who was or is a party or is
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action or suit by or in the right of the  Corporation to procure a judgment
     in its favor by reason of the fact that such person is or was a director or
     officer  of the  Corporation,  or is or was a  director  or  officer of the
     Corporation  serving  at the  request  of the  Corporation  as a  director,
     officer,  employee  or agent of  another  corporation,  partnership,  joint
     venture, trust, employee benefit plan or other enterprise, against expenses
     (including attorneys' fees) actually and reasonably incurred by such person
     in connection with the defense or settlement of such action or suit if such
     person acted in good faith and in a manner such person reasonably  believed
     to be in or not opposed to the best  interests of the  Corporation;  except
     that no  indemnification  shall be made in respect  of any claim,  issue or
     matter as to which such person shall have been adjudged to be liable to the
     Corporation  unless and only to the  extent  that the  [Delaware]  Court of
     Chancery  or the  court in which  such  action  or suit was  brought  shall
     determine upon application that,  despite the adjudication of liability but
     in view of all the  circumstances  of the case,  such  person is fairly and
     reasonably  entitled  to  indemnity  for such  expenses  which the Court of
     Chancery or such other court shall deem proper.

          "Section 3.  Authorization  of  Indemnification.  Any  indemnification
     under this Article  VIII  (unless  ordered by a court) shall be made by the
     Corporation  only as authorized  in the specific case upon a  determination
     that   indemnification  of  the  director  or  officer  is  proper  in  the
     circumstances  because  such  person  has met the  applicable  standard  of
     conduct set forth in Section 1 or Section 2 of this  Article  VIII,  as the
     case may be. Such determination shall be made (i) by a majority vote of the
     directors  who are not parties to such  action,  suit or  proceeding,  even
     though less than a quorum,  or (ii) if there are no such  directors,  or if
     such  directors  so  direct,  by  independent  legal  counsel  in a written
     opinion,  or (iii) by the  stockholders.  To the  extent,  however,  that a
     director or officer of the Corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding  described above, or
     in defense of any claim,  issue or matter  therein,  such  person  shall be
     indemnified  against  expenses  (including  attorneys'  fees)  actually and
     reasonably  incurred by such person in  connection  therewith,  without the
     necessity of authorization in the specific case.

          .   .    .



                                        5

<PAGE>




          "Section 5.  Indemnification by a Court.  Notwithstanding any contrary
     determination  in the specific  case under  Section 3 of this Article VIII,
     and  notwithstanding  the  absence  of any  determination  thereunder,  any
     director  or  officer  may apply to the Court of  Chancery  of the State of
     Delaware  or any  other  court of  competent  jurisdiction  in the State of
     Delaware for  indemnification  to the extent  otherwise  permissible  under
     Sections 1 and 2 of this Article VIII. The basis of such indemnification by
     a court shall be a determination by such court that  indemnification of the
     director or officer is proper in the circumstances  because such person has
     met the applicable standards of conduct set forth in Section 1 or 2 of this
     Article VIII, as the case may be. Neither a contrary  determination  in the
     specific  case under  Section 3 of this Article VIII nor the absence of any
     determination thereunder shall be a defense to such application or create a
     presumption  that the director or officer seeking  indemnification  has not
     met any  applicable  standard of  conduct.  Notice of any  application  for
     indemnification   pursuant  to  this  Section  5  shall  be  given  to  the
     Corporation promptly upon the filing of such application. If successful, in
     whole or in part,  the director or officer  seeking  indemnification  shall
     also be entitled to be paid the expense of prosecuting such application.

          "Section  6.  Expenses  Payable in  Advance.  Expenses  incurred  by a
     director or officer in defending or  investigating  a threatened or pending
     action,  suit or proceeding  shall be paid by the Corporation in advance of
     the final disposition of such action, suit or proceeding upon receipt of an
     undertaking  by or on behalf of such  director  or  officer  to repay  such
     amount  if it shall  ultimately  be  determined  that  such  person  is not
     entitled to be indemnified by the Corporation as authorized in this Article
     VIII.

          "Section 7.  Nonexclusivity  of  Indemnification  and  Advancement  of
     Expenses.  The  indemnification  and advancement of expenses provided by or
     granted  pursuant to this Article VIII shall not be deemed exclusive of any
     other  rights to which those  seeking  indemnification  or  advancement  of
     expenses may be entitled  under the  Certificate  of  Incorporation  or any
     By-Law,   agreement,   contract,  vote  of  stockholders  or  disinterested
     directors or pursuant to the direction (howsoever embodied) of any court of
     competent  jurisdiction  or  otherwise,  both as to action in such person's
     official  capacity and as to action in another  capacity while holding such
     office, it being the policy of the Corporation that  indemnification of the
     persons  specified in Section 1 and 2 of this Article VIII shall be made to
     the fullest extent permitted by law. ..."

     The  Registrant  has policies  insuring its officers and directors  against
certain civil  liabilities,  including  liabilities  under the Securities Act of
1933.


Item 7. Exemption from Registration Claimed.

     Not applicable.



<PAGE>



Item 8. Exhibits.

     The  index to  exhibits  appears  on the  page  immediately  following  the
signature pages of this Registration Statement.


Item 9. Undertakings.

     (1) The undersigned Registrant hereby undertakes:

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

          (i) to include  any  prospectus  required  by section  10(a)(3) of the
     Securities Act of 1933,  unless the information  required to be included in
     such  post-effective  amendment is contained in periodic reports filed with
     or furnished to the Commission by the Registrant  pursuant to Section 13 or
     15(d) of the Exchange Act and incorporated herein by reference;

          (ii) to reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  Registration  Statement  (or the most  recent
     post-effective  amendment hereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     Registration  Statement,  unless the information required to be included in
     such  post-effective  amendment is contained in periodic reports filed with
     or furnished to the Commission by the Registrant  pursuant to Section 13 or
     15(d) of the Exchange Act and incorporated herein by reference;

          (iii) to include any material  information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement.

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

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

     (d)  That,  for  the  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 Exchange Act that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Registrant pursuant to the

                                       7


<PAGE>


provisions  described in Item 6 above,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       8

<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New York, State of New York, on the 21st day of May,
2002.


                                                 SVT INC.



                                                 By:/s/ Amit Sarkar
                                                    -------------------------
                                                      Amit Sarkar
                                                      Chief Operating Officer



                                POWER OF ATTORNEY

     Each person whose signature appears below hereby  constitutes Sanjay Sethi,
Amit  Sarkar and  Michael  Bell,  and each of them  singly,  his true and lawful
attorneys-in-fact  with full power to execute in the name of such person, in the
capacities  stated  below,  and to  file,  such one or more  amendments  to this
Registration Statement as the Registrant deems appropriate,  and generally to do
all such  things  in the name and on behalf of such  person,  in the  capacities
stated  below,  to enable the  Registrant  to comply with the  provisions of the
Securities Act of 1933, as amended,  and all  requirements of the Securities and
Exchange Commission  thereunder,  and hereby ratifies and confirms the signature
of such  person  as it may be signed  by said  attorneys-in-fact,  or any one of
them, to any and all amendments to this Registration Statement.

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  and the above power of attorney have been signed on May
21, 2002, by the following persons in the capacities indicated.

                                       9

<PAGE>






        Signature                                         Title
        ---------                                         -----



     /s/ Sanjay Sethi                            Chairman and Chief Executive
--------------------------------------------       Officer (Principal Executive
      Sanjay Sethi                                 Officer) and Director



     /s/ Michael Bell                            Chief Financial Officer,
--------------------------------------------     (Principal Financial Officer)
      Michael Bell



      /s/ Dhir Sarin                             Chief Accounting Officer
--------------------------------------------     (Principal Accounting Officer)
       Dhir Sarin



     /s/ Amit Bhatiani                                    Director
--------------------------------------------
      Amit Bhatiani



   /s/ Walter A. Carozza                                  Director
--------------------------------------------
    Walter A. Carozza



    /s/ Raj Janarthanan                                   Director
--------------------------------------------
     Raj Janarthanan




                                                          Director
--------------------------------------------
        Jack Kemp

                                       10
<PAGE>


        Signature                                         Title
        ---------                                         -----


      /s/ Amit Sarkar                                     Director
--------------------------------------------
       Amit Sarkar




   /s/ Vincent A. Wasik                                   Director
--------------------------------------------
    Vincent A. Wasik


                                       11



<PAGE>





                                  EXHIBIT INDEX



Exhibit No.
----------

  5              Opinion of Carter, Ledyard & Milburn

23(a)            Consent of Carter, Ledyard & Milburn
                    (included in Exhibit 5)

23(b)            Consent of Arthur Andersen LLP re SVT Inc.

23(c)            Consent of Arthur Andersen LLP re SanVision Technology Inc.

23(d)            Consent of Ernst & Young LLP

24               Powers of Attorney (included in the signature page of this
                    Registration Statement)

99               2000 Stock Incentive Plan, filed as Exhibit 10.4 to the
                    Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 2001 (Commission
                    file no. 0-25942), and incorporated herein by reference.






                                       12
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{"company-data": {"conformed-name": "SVT INC", "cik": "0000914271", "assigned-sic": "7389", "irs-number": "841167603", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88750", "film-number": "02658965"}, "business-address": {"street1": "59 JOHN ST", "street2": "3RD FL", "city": "NEW YORK", "state": "NY", "zip": "10038", "phone": "2126716904"}, "mail-address": {"street1": "59 JOHN ST", "street2": "3RD FL", "city": "NEW YORK", "state": "NY", "zip": "10038"}, "former-company": {"former-conformed-name": "SWEETWATER INC", "date-changed": "19931101"}}
Registration No. 333-______

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

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

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

                                    SVT INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                     84-1167603
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                            59 John Street, 3rd Floor
                            New York, New York 10038
                    (Address of Principal Executive Offices)

                            2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                   Amit Sarkar
                             Chief Operating Officer
                                    SVT Inc.
                            59 John Street, 3rd Floor
                            New York, New York 10038
                     (Name and address of agent for service)

                                 (212) 571-6904
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            CARTER, LEDYARD & MILBURN
                                  2 Wall Street
                          New York, New York 10005-2072
                       Attention: Stephen V. Burger, Esq.
CALCULATION OF REGISTRATION FEE

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

                                                      Proposed maximum offering             Proposed              Amount of
 Title of securities to be         Amount to be            price per share             maximum aggregate      registration fee
         registered                 registered                                           offering price
------------------------------------------------------------------------------------------------------------------------------
Common Stock,
  par value $.001
  per share.............          1,000,000 shs.               $0.25(1)                   $   250,000             $   23.00

Common Stock,
  par value $.001
  per share.............          7,400,000 shs.               $4.375(2)                   32,375,000              2,978.50
                                  ---------                                                ----------              --------
                                                                                          $32,625,000             $3,001.50
Totals..................          8,400,000 shs.
------------------------------------------------------------------------------------------------------------------------------
(1)  Calculated  pursuant  to Rule  457(h)  on the  basis of the  price at which
     outstanding options under the 2000 Stock Incentive Plan may be exercised.

(2)  Calculated pursuant to Rule 457(h) and (c) upon the basis of the average of
     the high and low bid quotations ($4.75 and $4.00) for a share of the common
     stock as reported on May 16, 2002, by dealers appearing as market makers on
     the OTC Bulletin Board.

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

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act of 1933.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Registrant  (known until February 1, 2002, as SWWT, Inc.)  incorporates
by reference into this Registration  Statement the following  documents filed by
it with the Commission (Commission File No. 0-25942):

          (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 2001;

          (b) The  Registrant's Quarterly  Report on Form 10-Q for the quarterly
     period ended March 31, 2002;

          (c) The  Registrant's  Current Reports on Form 8-K bearing cover dates
     of February 1, 2002,  February 21, 2002,  and February 21, 2002  (Amendment
     No. 1); and

          (d) The description of the common stock of the Registrant contained in
     the Registrant's definitive proxy statement dated January 16, 2002, for the
     special meeting of the Registrant's  stockholders held on January 29, 2002,
     and any updates of such  description  to be contained  in any  registration
     statement,  report or amendment  thereto of the Registrant  hereafter filed
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby  have  been  sold,  or  which  deregisters  all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  in and made a part of this  Registration  Statement  from the date of
filing of such documents.

Item 4. Description of Securities.

     Not required.  The  Registrant's  common stock is registered  under Section
12(g) of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     None.

                                       3
Item 6. Indemnification of Directors and Officers.

     Reference  is made to Section  145 of the  General  Corporation  Law of the
State  of  Delaware,  the  Registrant's  jurisdiction  of  incorporation,  which
provides  for   indemnification   of  directors   and  officers   under  certain
circumstances.

     Consistent  with  Section  145,   Article   SEVENTH  of  the   Registrant's
certificate of incorporation provides as follows:

          "SEVENTH:  The Corporation  shall indemnify its directors and officers
     to the fullest  extent  authorized or permitted by law, as now or hereafter
     in effect, and such right to indemnification  shall continue as to a person
     who has ceased to be a director  or  officer of the  Corporation  and shall
     inure to the benefit of his or her heirs,  executors and personal and legal
     representatives; provided, however, that, except for proceedings to enforce
     rights  to  indemnification,  the  Corporation  shall not be  obligated  to
     indemnify  any  director  or  officer  (or his or her heirs,  executors  or
     personal or legal representatives) in connection with a proceeding (or part
     thereof)  initiated by such person unless such proceeding (or part thereof)
     was  authorized  or  consented to by the Board of  Directors.  The right to
     indemnification  conferred by this Article  SEVENTH shall include the right
     to be paid  by the  Corporation  the  expenses  incurred  in  defending  or
     otherwise   participating  in  any  proceeding  in  advance  of  its  final
     disposition.

          .   .   .

          "The  rights  to  indemnification  and  to  the  advance  of  expenses
     conferred in this Article SEVENTH shall not be exclusive of any other right
     which any person may have or  hereafter  acquire  under  this  Amended  and
     Restated Certificate of Incorporation,  the By-Laws of the Corporation, any
     statute,  agreement,  vote of  stockholders or  disinterested  directors or
     otherwise.

          "Any  repeal  or  modification  of  this  Article  SEVENTH  shall  not
     adversely  affect any rights to  indemnification  and to the advancement of
     expenses of a director or officer of the  Corporation  existing at the time
     of such  repeal  or  modification  with  respect  to any acts or  omissions
     occurring prior to such repeal or modification."

          ARTICLE VIII of the Registrant's by-laws provides as follows:

          "Section 1. Power to Indemnify in Actions,  Suits or Proceedings Other
     than Those by or in the Right of the  Corporation.  Subject to Section 3 of
     this Article VIII, the Corporation shall indemnify any person who was or is
     a party or is threatened to be made a party to any  threatened,  pending or
     completed   action,   suit  or   proceeding,   whether   civil,   criminal,
     administrative or investigative (other than an action by or in the right of
     the  Corporation)  by  reason  of the fact  that  such  person  is or was a
     director or officer of the Corporation,  or is or was a director or officer
     of the Corporation  serving at the request of the Corporation as a director
     or officer,  employee or agent of another corporation,  partnership,  joint
     venture, trust, employee benefit plan or other enterprise, against expenses
     (including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
     settlement  actually and  reasonably  incurred by such person in connection
     with such action, suit or proceeding if such person

                                        4
acted in good faith and in a manner such person  reasonably  believed to be
     in or not  opposed to the best  interests  of the  Corporation,  and,  with
     respect to any criminal action or proceeding, such person had no reasonable
     cause to believe his or her conduct was unlawful.  The  termination  of any
     action, suit or proceeding by judgment,  order, settlement,  conviction, or
     upon a plea of nolo  contendere  or its  equivalent,  shall not, of itself,
     create a  presumption  that such  person did not act in good faith and in a
     manner which such person reasonably believed to be in or not opposed to the
     best interests of the Corporation, and, with respect to any criminal action
     or proceeding,  had reasonable cause to believe that his or her conduct was
     unlawful.

          "Section 2. Power to Indemnify in Actions,  Suits or Proceedings by or
     in the Right of the Corporation. Subject to Section 3 of this Article VIII,
     the  Corporation  shall  indemnify  any  person who was or is a party or is
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action or suit by or in the right of the  Corporation to procure a judgment
     in its favor by reason of the fact that such person is or was a director or
     officer  of the  Corporation,  or is or was a  director  or  officer of the
     Corporation  serving  at the  request  of the  Corporation  as a  director,
     officer,  employee  or agent of  another  corporation,  partnership,  joint
     venture, trust, employee benefit plan or other enterprise, against expenses
     (including attorneys' fees) actually and reasonably incurred by such person
     in connection with the defense or settlement of such action or suit if such
     person acted in good faith and in a manner such person reasonably  believed
     to be in or not opposed to the best  interests of the  Corporation;  except
     that no  indemnification  shall be made in respect  of any claim,  issue or
     matter as to which such person shall have been adjudged to be liable to the
     Corporation  unless and only to the  extent  that the  [Delaware]  Court of
     Chancery  or the  court in which  such  action  or suit was  brought  shall
     determine upon application that,  despite the adjudication of liability but
     in view of all the  circumstances  of the case,  such  person is fairly and
     reasonably  entitled  to  indemnity  for such  expenses  which the Court of
     Chancery or such other court shall deem proper.

          "Section 3.  Authorization  of  Indemnification.  Any  indemnification
     under this Article  VIII  (unless  ordered by a court) shall be made by the
     Corporation  only as authorized  in the specific case upon a  determination
     that   indemnification  of  the  director  or  officer  is  proper  in  the
     circumstances  because  such  person  has met the  applicable  standard  of
     conduct set forth in Section 1 or Section 2 of this  Article  VIII,  as the
     case may be. Such determination shall be made (i) by a majority vote of the
     directors  who are not parties to such  action,  suit or  proceeding,  even
     though less than a quorum,  or (ii) if there are no such  directors,  or if
     such  directors  so  direct,  by  independent  legal  counsel  in a written
     opinion,  or (iii) by the  stockholders.  To the  extent,  however,  that a
     director or officer of the Corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding  described above, or
     in defense of any claim,  issue or matter  therein,  such  person  shall be
     indemnified  against  expenses  (including  attorneys'  fees)  actually and
     reasonably  incurred by such person in  connection  therewith,  without the
     necessity of authorization in the specific case.

          .   .    .

                                        5
"Section 5.  Indemnification by a Court.  Notwithstanding any contrary
     determination  in the specific  case under  Section 3 of this Article VIII,
     and  notwithstanding  the  absence  of any  determination  thereunder,  any
     director  or  officer  may apply to the Court of  Chancery  of the State of
     Delaware  or any  other  court of  competent  jurisdiction  in the State of
     Delaware for  indemnification  to the extent  otherwise  permissible  under
     Sections 1 and 2 of this Article VIII. The basis of such indemnification by
     a court shall be a determination by such court that  indemnification of the
     director or officer is proper in the circumstances  because such person has
     met the applicable standards of conduct set forth in Section 1 or 2 of this
     Article VIII, as the case may be. Neither a contrary  determination  in the
     specific  case under  Section 3 of this Article VIII nor the absence of any
     determination thereunder shall be a defense to such application or create a
     presumption  that the director or officer seeking  indemnification  has not
     met any  applicable  standard of  conduct.  Notice of any  application  for
     indemnification   pursuant  to  this  Section  5  shall  be  given  to  the
     Corporation promptly upon the filing of such application. If successful, in
     whole or in part,  the director or officer  seeking  indemnification  shall
     also be entitled to be paid the expense of prosecuting such application.

          "Section  6.  Expenses  Payable in  Advance.  Expenses  incurred  by a
     director or officer in defending or  investigating  a threatened or pending
     action,  suit or proceeding  shall be paid by the Corporation in advance of
     the final disposition of such action, suit or proceeding upon receipt of an
     undertaking  by or on behalf of such  director  or  officer  to repay  such
     amount  if it shall  ultimately  be  determined  that  such  person  is not
     entitled to be indemnified by the Corporation as authorized in this Article
     VIII.

          "Section 7.  Nonexclusivity  of  Indemnification  and  Advancement  of
     Expenses.  The  indemnification  and advancement of expenses provided by or
     granted  pursuant to this Article VIII shall not be deemed exclusive of any
     other  rights to which those  seeking  indemnification  or  advancement  of
     expenses may be entitled  under the  Certificate  of  Incorporation  or any
     By-Law,   agreement,   contract,  vote  of  stockholders  or  disinterested
     directors or pursuant to the direction (howsoever embodied) of any court of
     competent  jurisdiction  or  otherwise,  both as to action in such person's
     official  capacity and as to action in another  capacity while holding such
     office, it being the policy of the Corporation that  indemnification of the
     persons  specified in Section 1 and 2 of this Article VIII shall be made to
     the fullest extent permitted by law. ..."

     The  Registrant  has policies  insuring its officers and directors  against
certain civil  liabilities,  including  liabilities  under the Securities Act of
1933.

Item 7. Exemption from Registration Claimed.

     Not applicable.
Item 8. Exhibits.

     The  index to  exhibits  appears  on the  page  immediately  following  the
signature pages of this Registration Statement.

Item 9. Undertakings.

     (1) The undersigned Registrant hereby undertakes:

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

          (i) to include  any  prospectus  required  by section  10(a)(3) of the
     Securities Act of 1933,  unless the information  required to be included in
     such  post-effective  amendment is contained in periodic reports filed with
     or furnished to the Commission by the Registrant  pursuant to Section 13 or
     15(d) of the Exchange Act and incorporated herein by reference;

          (ii) to reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  Registration  Statement  (or the most  recent
     post-effective  amendment hereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     Registration  Statement,  unless the information required to be included in
     such  post-effective  amendment is contained in periodic reports filed with
     or furnished to the Commission by the Registrant  pursuant to Section 13 or
     15(d) of the Exchange Act and incorporated herein by reference;

          (iii) to include any material  information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement.

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

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

     (d)  That,  for  the  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 Exchange Act that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Registrant pursuant to the

                                       7
provisions  described in Item 6 above,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       8
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New York, State of New York, on the 21st day of May,
2002.

                                                 SVT INC.

                                                 By:/s/ Amit Sarkar
                                                    -------------------------
                                                      Amit Sarkar
                                                      Chief Operating Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby  constitutes Sanjay Sethi,
Amit  Sarkar and  Michael  Bell,  and each of them  singly,  his true and lawful
attorneys-in-fact  with full power to execute in the name of such person, in the
capacities  stated  below,  and to  file,  such one or more  amendments  to this
Registration Statement as the Registrant deems appropriate,  and generally to do
all such  things  in the name and on behalf of such  person,  in the  capacities
stated  below,  to enable the  Registrant  to comply with the  provisions of the
Securities Act of 1933, as amended,  and all  requirements of the Securities and
Exchange Commission  thereunder,  and hereby ratifies and confirms the signature
of such  person  as it may be signed  by said  attorneys-in-fact,  or any one of
them, to any and all amendments to this Registration Statement.

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  and the above power of attorney have been signed on May
21, 2002, by the following persons in the capacities indicated.

                                       9
Signature                                         Title
        ---------                                         -----

     /s/ Sanjay Sethi                            Chairman and Chief Executive
--------------------------------------------       Officer (Principal Executive
      Sanjay Sethi                                 Officer) and Director

     /s/ Michael Bell                            Chief Financial Officer,
--------------------------------------------     (Principal Financial Officer)
      Michael Bell

      /s/ Dhir Sarin                             Chief Accounting Officer
--------------------------------------------     (Principal Accounting Officer)
       Dhir Sarin

     /s/ Amit Bhatiani                                    Director
--------------------------------------------
      Amit Bhatiani

   /s/ Walter A. Carozza                                  Director
--------------------------------------------
    Walter A. Carozza

    /s/ Raj Janarthanan                                   Director
--------------------------------------------
     Raj Janarthanan

                                                          Director
--------------------------------------------
        Jack Kemp

                                       10
Signature                                         Title
        ---------                                         -----

      /s/ Amit Sarkar                                     Director
--------------------------------------------
       Amit Sarkar

   /s/ Vincent A. Wasik                                   Director
--------------------------------------------
    Vincent A. Wasik

                                       11
EXHIBIT INDEX

Exhibit No.
----------

  5              Opinion of Carter, Ledyard & Milburn

23(a)            Consent of Carter, Ledyard & Milburn
                    (included in Exhibit 5)

23(b)            Consent of Arthur Andersen LLP re SVT Inc.

23(c)            Consent of Arthur Andersen LLP re SanVision Technology Inc.

23(d)            Consent of Ernst & Young LLP

24               Powers of Attorney (included in the signature page of this
                    Registration Statement)

99               2000 Stock Incentive Plan, filed as Exhibit 10.4 to the
                    Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 2001 (Commission
                    file no. 0-25942), and incorporated herein by reference.

                                       12