<PAGE>
As filed with the Securities and Exchange Commission on August
19, 1998.
Registration No. 333-33597
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
POST-EFFECTIVE
AMENDMENT NO. 2
to
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________
DAYTON GENERAL SYSTEMS, INC.
(Name of small business issuer in its charter)
Pennsylvania 7372 31-1551295
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification
incorporation) Number)
2492 Technical Drive
Miamisburg, Ohio 45342
(937) 847-7800
(Address and telephone number of principal executive
offices and principal place of business)
Thomas C. Haas
Dayton General Systems, Inc.
2492 Technical Drive
Miamisburg, Ohio 45342
(937) 847-7800
(Name, address and telephone number of agent for service)
Copies to:
TIMOTHY E. HOBERG, ESQ. CHARLES F. HERTLEIN, JR., ESQ.
Taft, Stettinius & Hollister LLP Dinsmore & Shohl LLP
1800 Star Bank Center 1900 Chemed Center
425 Walnut Street 255 East Fifth Street
Cincinnati, Ohio 45202 Cincinnati, Ohio 45202
(513) 381-2838 (513) 977-8200
Approximate date of proposed sale to the public:
The shares are being deregistered pursuant
to this post-effective amendment.
______________________________________
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering: [ ] ___________
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If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, please check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering: [ ] ___________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box: [ ]
_______________________________________
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EXPLANATORY STATEMENT
This Post-Effective Amendment No. 2 is being filed to
deregister the 1,035,000 Units (each Unit consisting of two
shares of the registrant's Common Stock and a warrant to purchase
one additional share of Common Stock) previously registered on
this Form SB-2, Registration No. 333-33597. The offering's
minimum was not reached. Therefore, no Units will be sold and
the offering is being withdrawn.
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SIGNATURES
In accordance with 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 of filing on Form
SB-2 and authorized this amendment to registration statement to
be signed on its behalf by the undersigned, in the City of
Dayton, State of Ohio, as of the 14th day of August, 1998.
DAYTON GENERAL SYSTEMS, INC.
By:/s/Thomas C. Haas
_______________________________
Thomas C. Haas
President and Chief Executive
Officer
In accordance with the requirements of the Securities Act of
1933, this amendment to registration statement has been signed by
the following persons in the capacities indicated as of the 14th
day of August, 1998.
Signatures Title
__________ _____
/s/ Thomas C. Haas Chairman of the Board,
_________________________ President and Chief
Thomas C. Haas Executive Officer (Principal
Executive, Accounting and Financial
Officer)
__________________________ Director
Edward T. Hurd
/s/ William R. Winkler Director
__________________________
William R. Winkler
