content: <PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1999
  
                                                        REGISTRATION NO. 333-_____
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                  ------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  ------------------
  
  
                                     AXCESS INC.
               (Exact name of registrant as specified in its charter)
  
  
  
  <TABLE>
  <CAPTION>
                   DELAWARE                                3690                      85-0294536
        <S>                                    <C>                                 <C>
        (State or other jurisdiction of        (Primary standard industrial         (I.R.S. Employer
        incorporation or organization)          classification code number)        Identification No.)
                                                  3208 COMMANDER DRIVE
                                                   DALLAS, TEXAS 75006
                                                     (972) 407-6080
  </TABLE>
  
    (Address, including zip code, and telephone number, including area code, of
                     registrant's principal executive offices)
  
  
                                  ------------------
  
                            AXCESS INC. STOCK OPTION PLAN
  
                              (Full title of the plan)
  
                                  ------------------
  
  
  
  
               Harry S. Budow                    Copies of communications to:
     President and Chief Executive Officer
                AXCESS Inc.                         Michael R. Dorey, Esq.
           3208 COMMANDER DRIVE                      SAYLES & LIDJI, P.C.
          CARROLLTON, TEXAS 75006                   4400 RENAISSANCE TOWER
             (972) 407-6080                            1201 ELM STREET
     (NAME, ADDRESS, INCLUDING ZIP CODE,             DALLAS, TEXAS  75270
     NUMBER, INCLUDING AREA CODE, OF AGE                (214) 939-8700
  
  
  
                                  ------------------
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ===============================================================================================================================
                                                            Proposed maximum        Proposed maximum
  Title of each class of              Amount to              offering price             aggregate                Amount of
  securities to be registered       be registered                per unit             offering price          registration fee
  -------------------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                       <C>                     <C>                     <C>
  Common Stock, $0.01
  par value per share                   900,000                  $2.56 (1)              $2,304,000                  $641
  ===============================================================================================================================
  </TABLE>
  
  
  --------------------------------
  
        (1)  Pursuant to Rule 457(h), based on the average of the bid
             and asked prices of the common stock reported on the Nasdaq
             SmallCap Market as of June 14, 1999, which is within five (5)
             business days prior to the date of the filing of the Registration
             Statement.
  
  ===============================================================================
  
  
  <PAGE>   2
  
                                       PART I
  
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information specified in Part I of Form
  S-8 (plan information and registrant information) will be sent or given to
  employees as specified by Rule 428(b)(i) of the Securities Act of 1933. Such
  documents need not be filed with the Securities and Exchange Commission either
  as a part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424 of the Securities Act of 1933. These documents,
  which include the statement of availability required by Item 2 of Form S-8, and
  the documents incorporated by reference in this Registration Statement pursuant
  to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
  that meets the requirements of Section 10(a) of the Securities Act.
  
  
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           AXCESS Inc. hereby incorporates by reference into this registration
  statement the following documents previously filed with the SEC.
  
           (1)      Annual Report on Form 10-KSB for the fiscal year ended
                    December 31, 1998;
  
           (2)      Quarterly Report on Form 10-Q for the quarter ended March 31,
                    1999; and
  
           (3)      the description of the stock contained in the company's
                    registration statement on Form 8-A, filed with the SEC on
                    April 27, 1984, including any amendment or report filed for
                    the purpose of updating such description.
  
  All documents subsequently filed by the company pursuant to Sections 13(a),
  13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 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 into this Registration Statement and
  to be part thereof from the date of filing of such documents. Any statement
  contained herein or in a document, all or a portion of which is incorporated or
  deemed to be incorporated by reference herein, 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. Any such statement so modified or superseded shall
  not be deemed, except as so modified or amended, to constitute a part of this
  Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           AXCESS Inc.'s stock, par value $0.01 per share, is registered pursuant
  to Section 12 of the Securities and Exchange Act of 1934, and, therefore, the
  description of securities is omitted.
  
  
  <PAGE>   3
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Ninth of the Certificate of Incorporation, as amended, of the
  Company requires indemnification of directors and officers to the fullest extent
  permitted by the Delaware General Corporation Law.
  
           Generally, the Delaware General Corporation Law permits a corporation
  to indemnify a person who was or is an officer, director, agent, or employee, or
  who serves at the corporation's request as an officer, director, agent, or
  employee, of another corporation, partnership, trust joint venture, or other
  enterprise ("nominee"), who was, is, or is threatened to be named a defendant in
  a legal proceeding by virtue of such person's position in the corporation or
  nominee, but only if the person acted in good faith and reasonably believed that
  the conduct was in or at least not opposed to the corporation's best interest,
  and, in the case of a criminal proceeding, the person had no reasonable cause to
  believe the conduct was unlawful. A person may be indemnified within the above
  limitations against judgments, fines, settlements, and reasonable expenses
  actually incurred. Generally, a director, officer, agent, or employee of the
  corporation or nominee may not be indemnified, however, against judgments,
  fines, and settlements incurred in a proceeding in which the person is found
  liable to the corporation and may not be indemnified for expenses unless, and
  only to the extent that, in view of all the circumstances, the person is fairly
  and reasonably entitled to indemnification for such expenses. A corporation must
  indemnify a director, officer, employee, or agent against reasonable expenses
  incurred in connection with a proceeding in which the person is a party because
  of the person's corporate position, if the person was successful, on the merits
  or otherwise, in the defense of the proceeding. Under certain circumstances, a
  corporation may also advance expenses to such person. Under the Delaware General
  Corporation Law, a corporation may purchase and maintain insurance on behalf of
  any person who is or was a director, officer, employee, or agent of the
  corporation against any liability asserted against and incurred by the person in
  such capacity, or arising out of the person's status as such a person,
  regardless of whether the applicable law otherwise empowers the corporation to
  indemnify that person against such liability.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           None.
  
  
                                        II-2
  
  <PAGE>   4
  
  
  
  
  ITEM 8.  EXHIBITS
  
           The following documents are filed as a part of this registration
  statement. Where such filing is made by incorporation by reference to a
  previously filed report, such report is identified. The Index to Exhibits
  included with the exhibits is filed as a part of this report.
  <TABLE>
  <CAPTION>
  
         Exhibit                    Description
         -------                    -----------
         <S>                 <C>
  
           4.1               AXCESS Inc. Stock Option Plan
  
           5.1               Opinion of Sayles & Lidji, P.C.
  
           23.1              Consent of Sayles & Lidji, P.C. (included in the opinion filed as Exhibit 5.1)
  
           23.2              Consent of KPMG LLP
  
           24.1              Power of Attorney (see signature page of this Registration Statement - Page II-5)
  </TABLE>
  
  ITEM 9.  UNDERTAKINGS
  
           (a)      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 to include any material information with respect to
                    the plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;
  
                    (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; and
  
                    (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 registrant hereby undertakes that, for
           purposes of determining any liability under the Securities Act of 1933,
           each filing of the registrant's annual report pursuant to section 13(a)
           or section 15(d) of the Securities and 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 and Exchange Act of 1934)
           that is incorporated by reference in the registration statement shall
           be deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.
  
  
  
                                        II-3
  
  <PAGE>   5
  
  
           (c)   Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in the
           opinion of the SEC such indemnification is against public policy as
           expressed in the Securities Act of 1933 and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           registrant in the successful defense of any action, suit, or
           proceeding) is asserted by such director, officer or controlling person
           in connection with the securities being registered, the registrant
           will, unless in the opinion of its counsel the matter has been settled
           by controlling precedent, submit to a court of appropriate jurisdiction
           of the question whether such indemnification by it is against public
           policy as expressed in the Securities Act of 1933 and will be governed
           by the final adjudication of such issue.
  
  
  
                                        II-4
  
  <PAGE>   6
  
  
  
  
                                     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, thereto duly authorized
  in the City of Dallas, State of Texas, on the 15th day of June, 1999.
  
                                 AXCESS INC.
  
                                 By: /s/    Harry S. Budow
                                     --------------------------------------------
                                            Harry S. Budow,
                                            President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
           Each individual whose signature appears below hereby designates and
  appoints Harry S. Budow as such person's true and lawful attorney-in-fact and
  agent (the "Attorney-in-Fact") with full power of substitution and
  resubstitution, for such person and in such person's name, place, and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this registration statement, which amendments may make such
  changes in this registration statement as the Attorney-in-Fact deems appropriate
  and requests to accelerate the effectiveness of this registration statement, and
  to file each such amendment with all exhibits thereto, and all documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  such Attorney-in-Fact, full power and authority to do and perform each and every
  act and thing requisite and necessary to be done in and about the premises, as
  fully to all intents and purposes as such person might or could do in person,
  hereby ratifying and confirming all that such Attorney-in-Fact, or his
  substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated on the 15th day of June, 1999.
  
  
  <TABLE>
  <CAPTION>
  
          SIGNATURE                                                       TITLE
          ---------                                                       -----
  <S>                                                       <C>
  /s/ Harry S. Budow                                        President, Chief Executive Officer, and Director
  ----------------------------------------------------      (Principal Executive Officer)
             Harry  S. Budow
  
  
  
  /s/ Danny G. Hair                                         Executive Vice President, Secretary and Chief
  ----------------------------------------------------      Financial Officer
             Danny G. Hair                                    (Principal Financial and Accounting Officer)
  
  
  /s/ Richard C.E. Morgan                                   Chairman of the Board of Directors
  ----------------------------------------------------
             Richard C. E. Morgan
  
  
  /s/ C. Seth Cunningham                                    Director
  ----------------------------------------------------
             C. Seth Cunningham
  
  
  /s/ Richard M. Clarke                                     Director
  ----------------------------------------------------
             Richard M. Clarke
  
  
  /s/ Paul J. Coleman, Jr.                                  Director
  ----------------------------------------------------
             Paul J. Coleman, Jr.
  
  
  /s/ Gregory W. Haskell                                    Director
  ----------------------------------------------------
             Gregory W. Haskell
  
  </TABLE>
  
  
                                        II-5
  
  <PAGE>   7
  
  
  
  
                                  INDEX TO EXHIBITS
  <TABLE>
  <CAPTION>
  EXHIBIT
    NO.                            DESCRIPTION OF EXHIBIT
  -------                          ----------------------
  <S>                       <C>
  
  4.1                        AXCESS Inc. Stock Option Plan
  
  5.1                        Opinion of Sayles & Lidji, P.C.
  
  23.1                       Consent of Sayles & Lidji, P.C. (included in the opinion filed as Exhibit 5.1)
  
  23.2                       Consent of KPMG LLP
  
  24.1                       Power of Attorney (see signature page of this Registration Statement -
                             Page II-5)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18010}]
metadata_filer: {"company-data": {"conformed-name": "AXCESS INC/TX", "cik": "0000710597", "assigned-sic": "3690", "irs-number": "850294536", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80857", "film-number": "99647739"}, "business-address": {"street1": "3208 COMMANDER DR", "city": "CARROLLTON", "state": "TX", "zip": "75006", "phone": "9724076080"}, "mail-address": {"street1": "3208 COMMANDER DR", "city": "CARROLLTON", "state": "TX", "zip": "75006"}, "former-company": {"former-conformed-name": "LASERTECHNICS INC", "date-changed": "19920703"}}
text: 1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1999
  
                                                        REGISTRATION NO. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  ------------------
  
                                     AXCESS INC.
               (Exact name of registrant as specified in its charter)
  DELAWARE                                3690                      85-0294536
  (State or other jurisdiction of        (Primary standard industrial         (I.R.S. Employer
        incorporation or organization)          classification code number)        Identification No.)
                                                  3208 COMMANDER DRIVE
                                                   DALLAS, TEXAS 75006
                                                     (972) 407-6080
  (Address, including zip code, and telephone number, including area code, of
                     registrant's principal executive offices)
  
                                  ------------------
  
                            AXCESS INC. STOCK OPTION PLAN
  
                              (Full title of the plan)
  
                                  ------------------
  
               Harry S. Budow                    Copies of communications to:
     President and Chief Executive Officer
                AXCESS Inc.                         Michael R. Dorey, Esq.
           3208 COMMANDER DRIVE                      SAYLES & LIDJI, P.C.
          CARROLLTON, TEXAS 75006                   4400 RENAISSANCE TOWER
             (972) 407-6080                            1201 ELM STREET
     (NAME, ADDRESS, INCLUDING ZIP CODE,             DALLAS, TEXAS  75270
     NUMBER, INCLUDING AREA CODE, OF AGE                (214) 939-8700
  
                                  ------------------
  
                          CALCULATION OF REGISTRATION FEE
  ===============================================================================================================================
                                                            Proposed maximum        Proposed maximum
  Title of each class of              Amount to              offering price             aggregate                Amount of
  securities to be registered       be registered                per unit             offering price          registration fee
  -------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01
  par value per share                   900,000                  $2.56 (1)              $2,304,000                  $641
  ===============================================================================================================================
  --------------------------------
  
        (1)  Pursuant to Rule 457(h), based on the average of the bid
             and asked prices of the common stock reported on the Nasdaq
             SmallCap Market as of June 14, 1999, which is within five (5)
             business days prior to the date of the filing of the Registration
             Statement.
  
  ===============================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information specified in Part I of Form
  S-8 (plan information and registrant information) will be sent or given to
  employees as specified by Rule 428(b)(i) of the Securities Act of 1933. Such
  documents need not be filed with the Securities and Exchange Commission either
  as a part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424 of the Securities Act of 1933. These documents,
  which include the statement of availability required by Item 2 of Form S-8, and
  the documents incorporated by reference in this Registration Statement pursuant
  to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
  that meets the requirements of Section 10(a) of the Securities Act.
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           AXCESS Inc. hereby incorporates by reference into this registration
  statement the following documents previously filed with the SEC.
  
           (1)      Annual Report on Form 10-KSB for the fiscal year ended
                    December 31, 1998;
  
           (2)      Quarterly Report on Form 10-Q for the quarter ended March 31,
                    1999; and
  
           (3)      the description of the stock contained in the company's
                    registration statement on Form 8-A, filed with the SEC on
                    April 27, 1984, including any amendment or report filed for
                    the purpose of updating such description.
  
  All documents subsequently filed by the company pursuant to Sections 13(a),
  13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 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 into this Registration Statement and
  to be part thereof from the date of filing of such documents. Any statement
  contained herein or in a document, all or a portion of which is incorporated or
  deemed to be incorporated by reference herein, 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. Any such statement so modified or superseded shall
  not be deemed, except as so modified or amended, to constitute a part of this
  Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           AXCESS Inc.'s stock, par value $0.01 per share, is registered pursuant
  to Section 12 of the Securities and Exchange Act of 1934, and, therefore, the
  description of securities is omitted.
  3
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Ninth of the Certificate of Incorporation, as amended, of the
  Company requires indemnification of directors and officers to the fullest extent
  permitted by the Delaware General Corporation Law.
  
           Generally, the Delaware General Corporation Law permits a corporation
  to indemnify a person who was or is an officer, director, agent, or employee, or
  who serves at the corporation's request as an officer, director, agent, or
  employee, of another corporation, partnership, trust joint venture, or other
  enterprise ("nominee"), who was, is, or is threatened to be named a defendant in
  a legal proceeding by virtue of such person's position in the corporation or
  nominee, but only if the person acted in good faith and reasonably believed that
  the conduct was in or at least not opposed to the corporation's best interest,
  and, in the case of a criminal proceeding, the person had no reasonable cause to
  believe the conduct was unlawful. A person may be indemnified within the above
  limitations against judgments, fines, settlements, and reasonable expenses
  actually incurred. Generally, a director, officer, agent, or employee of the
  corporation or nominee may not be indemnified, however, against judgments,
  fines, and settlements incurred in a proceeding in which the person is found
  liable to the corporation and may not be indemnified for expenses unless, and
  only to the extent that, in view of all the circumstances, the person is fairly
  and reasonably entitled to indemnification for such expenses. A corporation must
  indemnify a director, officer, employee, or agent against reasonable expenses
  incurred in connection with a proceeding in which the person is a party because
  of the person's corporate position, if the person was successful, on the merits
  or otherwise, in the defense of the proceeding. Under certain circumstances, a
  corporation may also advance expenses to such person. Under the Delaware General
  Corporation Law, a corporation may purchase and maintain insurance on behalf of
  any person who is or was a director, officer, employee, or agent of the
  corporation against any liability asserted against and incurred by the person in
  such capacity, or arising out of the person's status as such a person,
  regardless of whether the applicable law otherwise empowers the corporation to
  indemnify that person against such liability.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           None.
  
                                        II-2
  4
  
  ITEM 8.  EXHIBITS
  
           The following documents are filed as a part of this registration
  statement. Where such filing is made by incorporation by reference to a
  previously filed report, such report is identified. The Index to Exhibits
  included with the exhibits is filed as a part of this report.
  Exhibit                    Description
         -------                    -----------
  4.1               AXCESS Inc. Stock Option Plan
  
           5.1               Opinion of Sayles & Lidji, P.C.
  
           23.1              Consent of Sayles & Lidji, P.C. (included in the opinion filed as Exhibit 5.1)
  
           23.2              Consent of KPMG LLP
  
           24.1              Power of Attorney (see signature page of this Registration Statement - Page II-5)
  ITEM 9.  UNDERTAKINGS
  
           (a)      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 to include any material information with respect to
                    the plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;
  
                    (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; and
  
                    (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 registrant hereby undertakes that, for
           purposes of determining any liability under the Securities Act of 1933,
           each filing of the registrant's annual report pursuant to section 13(a)
           or section 15(d) of the Securities and 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 and Exchange Act of 1934)
           that is incorporated by reference in the registration statement shall
           be deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.
  
                                        II-3
  5
  
           (c)   Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in the
           opinion of the SEC such indemnification is against public policy as
           expressed in the Securities Act of 1933 and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           registrant in the successful defense of any action, suit, or
           proceeding) is asserted by such director, officer or controlling person
           in connection with the securities being registered, the registrant
           will, unless in the opinion of its counsel the matter has been settled
           by controlling precedent, submit to a court of appropriate jurisdiction
           of the question whether such indemnification by it is against public
           policy as expressed in the Securities Act of 1933 and will be governed
           by the final adjudication of such issue.
  
                                        II-4
  6
  
                                     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, thereto duly authorized
  in the City of Dallas, State of Texas, on the 15th day of June, 1999.
  
                                 AXCESS INC.
  
                                 By: /s/    Harry S. Budow
                                     --------------------------------------------
                                            Harry S. Budow,
                                            President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           Each individual whose signature appears below hereby designates and
  appoints Harry S. Budow as such person's true and lawful attorney-in-fact and
  agent (the "Attorney-in-Fact") with full power of substitution and
  resubstitution, for such person and in such person's name, place, and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this registration statement, which amendments may make such
  changes in this registration statement as the Attorney-in-Fact deems appropriate
  and requests to accelerate the effectiveness of this registration statement, and
  to file each such amendment with all exhibits thereto, and all documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  such Attorney-in-Fact, full power and authority to do and perform each and every
  act and thing requisite and necessary to be done in and about the premises, as
  fully to all intents and purposes as such person might or could do in person,
  hereby ratifying and confirming all that such Attorney-in-Fact, or his
  substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated on the 15th day of June, 1999.
  SIGNATURE                                                       TITLE
          ---------                                                       -----
  /s/ Harry S. Budow                                        President, Chief Executive Officer, and Director
  ----------------------------------------------------      (Principal Executive Officer)
             Harry  S. Budow
  
  /s/ Danny G. Hair                                         Executive Vice President, Secretary and Chief
  ----------------------------------------------------      Financial Officer
             Danny G. Hair                                    (Principal Financial and Accounting Officer)
  
  /s/ Richard C.E. Morgan                                   Chairman of the Board of Directors
  ----------------------------------------------------
             Richard C. E. Morgan
  
  /s/ C. Seth Cunningham                                    Director
  ----------------------------------------------------
             C. Seth Cunningham
  
  /s/ Richard M. Clarke                                     Director
  ----------------------------------------------------
             Richard M. Clarke
  
  /s/ Paul J. Coleman, Jr.                                  Director
  ----------------------------------------------------
             Paul J. Coleman, Jr.
  
  /s/ Gregory W. Haskell                                    Director
  ----------------------------------------------------
             Gregory W. Haskell
  II-5
  7
  
                                  INDEX TO EXHIBITS
  EXHIBIT
    NO.                            DESCRIPTION OF EXHIBIT
  -------                          ----------------------
  4.1                        AXCESS Inc. Stock Option Plan
  
  5.1                        Opinion of Sayles & Lidji, P.C.
  
  23.1                       Consent of Sayles & Lidji, P.C. (included in the opinion filed as Exhibit 5.1)
  
  23.2                       Consent of KPMG LLP
  
  24.1                       Power of Attorney (see signature page of this Registration Statement -
                             Page II-5)