As filed with the Securities and Exchange Commission on October      , 2001
                                                       Registration No. xxx-xxxx
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              PROGINET CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            11-3264929
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

200 GARDEN CITY PLAZA, GARDEN CITY, NEW YORK                     11530
(Address of Principal Executive Offices)                       (Zip Code)

                           1995 EQUITY INCENTIVE PLAN
                    (AMENDED AND RESTATED AS OF DEC. 5, 1995)

                     INDEPENDENT DIRECTORS STOCK OPTION PLAN
                 (AMENDED AND RESTATED AS OF FEBRUARY 21, 1995)

                             1997 STOCK OPTION PLAN
                 (AMENDED AND RESTATED AS OF NOVEMBER 14, 2000)

                                       and
                             2000 STOCK OPTION PLAN
                            (Full title of the plan)

                                 KEVIN M. KELLY
                              PROGINET CORPORATION
                              200 GARDEN CITY PLAZA
                              GARDEN CITY, NEW YORK

                                 (516) 248-2000

 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                              James Alterbaum, Esq.
                     Jenkens & Gilchrist Parker Chapin, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
<PAGE>
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
========================================== =================== ====================== ==================== =======================
                                                                     Proposed              Proposed
    Title of each class of securities          Amount To              Maximum               Maximum              Amount Of
            to be Registered                 be Registered        Aggregate Price          Aggregate            Registration
                                                                     Per Share          Offering Price              Fee
------------------------------------------ ------------------- ---------------------- -------------------- -----------------------
<S>           <C>                            <C>       <C>           <C>   <C>            <C>

Common Stock, $.001 par value per            2,500,000 (1)           $0.28 (2)              $700,000              $175.00
share
========================================== =================== ====================== ==================== =======================
</TABLE>

(1)   Pursuant to Rule 416(b), there shall also be deemed covered hereby all
      additional securities resulting from anti-dilution adjustments under the
      1995 Equity Incentive Plan, the Independent Directors Stock Option Plan,
      the 1997 Stock Option Plan and the 2000 Stock Option Plan.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and (c), the average ($.28) of the closing bid
      ($.22 ) and closing asked ($.33) price on the OTC - Bulletin Board on
      SEPTEMBER 28, 2001.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by the registrant with the
Securities and Exchange Commission (Commission File No.0-15086) pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are
incorporated herein by reference:

                  (a)      The registrant's Annual Report on Form 10-KSB for the
                           year ended July 31, 2001;

                  (b)      The description of the registrant's common stock
                           contained in the registrant's registration statement
                           on Form 10SB filed on July 18, 2000 including any
                           amendment or report filed for the purpose of updating
                           such descriptions.

                  All documents filed subsequent to the date of this
registration statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not required, inasmuch as the registrant's common stock is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.



<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The description of the indemnification and insurance provided
to the officers and directors of the Registrant contained under Part 2 Item 5 in
the registrant's registration statement on Form 10SB (Registration No.
000-30151) is hereby incorporated by reference.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  See Exhibit Index of this registration statement.

ITEM 9.  UNDERTAKINGS.

                  The undersigned registrant hereby undertakes:

                  (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
                                    this 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 this registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume 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 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement;

                           (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;

<PAGE>

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

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, 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 herein, 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing 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 Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

<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 Garden City, New York on October 3, 2001.


                                          PROGINET CORPORATION

                                          By:/s/ Kevin M. Kelly
                                             -------------------------------
                                              Kevin M. Kelly
                                              Chief Executive Officer, President
                                              and Director

                   KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Kevin M. Kelly and
Debra A. DiMaria, each with full power of substitution and resubstitution, 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, granting
unto each said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully 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 either of them or their 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 below by the following persons in
the capacities indicated on the 3rd day of October, 2001.

<TABLE>
<CAPTION>
                     Signature                                                    Title
                     ---------                                                    -----
<S>                                                  <C>
By:/s/ Kevin M. Kelly                                 Chief Executive Officer , President and Director
   ---------------------------------------------
     Kevin M. Kelly

By: /s/ Debra A. DiMaria                              Corporate Secretary and Chief Financial and Accounting
   ---------------------------------------------      Officer
     Debra A. DiMaria

By: /s/ John C. Daily
   ---------------------------------------------
     John C. Daily                                    Chairman of the Board

By: /s/ Stephen Sternbach
   ---------------------------------------------
     Stephen Sternbach                                Director

By: /s/ Dr. E. Kelly Hyslop
   ---------------------------------------------
     Dr. E. Kelly Hyslop                              Director

</TABLE>
<PAGE>


                                 SECURITIES AND
                                    EXCHANGE
                                   COMMISSION
                             WASHINGTON, D.C. 20549

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

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


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



                              PROGINET CORPORATION
                       (EXACT NAME OF ISSUER AS SPECIFIED
                                 IN ITS CHARTER)

                                 OCTOBER 3, 2001

<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number            Description
------            -----------

4.1               1995 Equity Incentive Plan (amended and restated as of
                  December 5, 1995)
4.2               Independent Directors Stock Option Plan (amended and restated
                  as of February 21, 1995)
4.3               1997 Stock Option Plan (amended and restated as of November
                  14, 2000)
4.4               2000 Stock Option Plan.
5.1               Opinion of Jenkens & Gilchrist Parker Chapin, LLP, as to the
                  legality of the common stock being offered.
23.1              Consent of Jenkens & Gilchrist Parker Chapin, LLP (included in
                  their opinion filed as Exhibit 5.1).
23.2              Consent of Grant Thornton LLP
24.1              Power of attorney of certain officers and directors of the
                  registrant (contained in the signature page).
[{"type": "S-8", "sequence": "1", "filename": "fs8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16708}]
{"company-data": {"conformed-name": "PROGINET CORP", "cik": "0000934868", "assigned-sic": "7372", "irs-number": "113264929", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71068", "film-number": "1753255"}, "business-address": {"street1": "200 GARDEN CITY PLAZA", "street2": "STE 220", "city": "GARDEN CITY", "state": "NJ", "zip": "11530", "phone": "5162482117"}, "mail-address": {"street1": "200 GARDEN CITY PLAZA", "street2": "SUITE 220", "city": "GARDEN CITY", "state": "NY", "zip": "11530"}}
As filed with the Securities and Exchange Commission on October      , 2001
                                                       Registration No. xxx-xxxx
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              PROGINET CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            11-3264929
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

200 GARDEN CITY PLAZA, GARDEN CITY, NEW YORK                     11530
(Address of Principal Executive Offices)                       (Zip Code)

                           1995 EQUITY INCENTIVE PLAN
                    (AMENDED AND RESTATED AS OF DEC. 5, 1995)

                     INDEPENDENT DIRECTORS STOCK OPTION PLAN
                 (AMENDED AND RESTATED AS OF FEBRUARY 21, 1995)

                             1997 STOCK OPTION PLAN
                 (AMENDED AND RESTATED AS OF NOVEMBER 14, 2000)

                                       and
                             2000 STOCK OPTION PLAN
                            (Full title of the plan)

                                 KEVIN M. KELLY
                              PROGINET CORPORATION
                              200 GARDEN CITY PLAZA
                              GARDEN CITY, NEW YORK

                                 (516) 248-2000

 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                              James Alterbaum, Esq.
                     Jenkens & Gilchrist Parker Chapin, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
========================================== =================== ====================== ==================== =======================
                                                                     Proposed              Proposed
    Title of each class of securities          Amount To              Maximum               Maximum              Amount Of
            to be Registered                 be Registered        Aggregate Price          Aggregate            Registration
                                                                     Per Share          Offering Price              Fee
------------------------------------------ ------------------- ---------------------- -------------------- -----------------------
Common Stock, $.001 par value per            2,500,000 (1)           $0.28 (2)              $700,000              $175.00
share
========================================== =================== ====================== ==================== =======================
(1)   Pursuant to Rule 416(b), there shall also be deemed covered hereby all
      additional securities resulting from anti-dilution adjustments under the
      1995 Equity Incentive Plan, the Independent Directors Stock Option Plan,
      the 1997 Stock Option Plan and the 2000 Stock Option Plan.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and (c), the average ($.28) of the closing bid
      ($.22 ) and closing asked ($.33) price on the OTC - Bulletin Board on
      SEPTEMBER 28, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by the registrant with the
Securities and Exchange Commission (Commission File No.0-15086) pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are
incorporated herein by reference:

                  (a)      The registrant's Annual Report on Form 10-KSB for the
                           year ended July 31, 2001;

                  (b)      The description of the registrant's common stock
                           contained in the registrant's registration statement
                           on Form 10SB filed on July 18, 2000 including any
                           amendment or report filed for the purpose of updating
                           such descriptions.

                  All documents filed subsequent to the date of this
registration statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not required, inasmuch as the registrant's common stock is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The description of the indemnification and insurance provided
to the officers and directors of the Registrant contained under Part 2 Item 5 in
the registrant's registration statement on Form 10SB (Registration No.
000-30151) is hereby incorporated by reference.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  See Exhibit Index of this registration statement.

ITEM 9.  UNDERTAKINGS.

                  The undersigned registrant hereby undertakes:

                  (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
                                    this 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 this registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume 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 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement;

                           (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;
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, 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.

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, 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 herein, 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing 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 Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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 Garden City, New York on October 3, 2001.

                                          PROGINET CORPORATION

                                          By:/s/ Kevin M. Kelly
                                             -------------------------------
                                              Kevin M. Kelly
                                              Chief Executive Officer, President
                                              and Director

                   KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Kevin M. Kelly and
Debra A. DiMaria, each with full power of substitution and resubstitution, 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, granting
unto each said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully 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 either of them or their 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 below by the following persons in
the capacities indicated on the 3rd day of October, 2001.
Signature                                                    Title
                     ---------                                                    -----
By:/s/ Kevin M. Kelly                                 Chief Executive Officer , President and Director
   ---------------------------------------------
     Kevin M. Kelly

By: /s/ Debra A. DiMaria                              Corporate Secretary and Chief Financial and Accounting
   ---------------------------------------------      Officer
     Debra A. DiMaria

By: /s/ John C. Daily
   ---------------------------------------------
     John C. Daily                                    Chairman of the Board

By: /s/ Stephen Sternbach
   ---------------------------------------------
     Stephen Sternbach                                Director

By: /s/ Dr. E. Kelly Hyslop
   ---------------------------------------------
     Dr. E. Kelly Hyslop                              Director
SECURITIES AND
                                    EXCHANGE
                                   COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              PROGINET CORPORATION
                       (EXACT NAME OF ISSUER AS SPECIFIED
                                 IN ITS CHARTER)

                                 OCTOBER 3, 2001
EXHIBIT INDEX

Exhibit
Number            Description
------            -----------

4.1               1995 Equity Incentive Plan (amended and restated as of
                  December 5, 1995)
4.2               Independent Directors Stock Option Plan (amended and restated
                  as of February 21, 1995)
4.3               1997 Stock Option Plan (amended and restated as of November
                  14, 2000)
4.4               2000 Stock Option Plan.
5.1               Opinion of Jenkens & Gilchrist Parker Chapin, LLP, as to the
                  legality of the common stock being offered.
23.1              Consent of Jenkens & Gilchrist Parker Chapin, LLP (included in
                  their opinion filed as Exhibit 5.1).
23.2              Consent of Grant Thornton LLP
24.1              Power of attorney of certain officers and directors of the
                  registrant (contained in the signature page).