TRIDEX CORP, POS AM, 1995-08-09

TRIDEX CORP
POS AM, 1995-08-09
COMPUTER PERIPHERAL EQUIPMENT, NEC

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<PAGE> 1

Registration Statement No. 33-58864

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------

POST-EFFECTIVE AMENDMENT NO. 5
TO
REGISTRATION STATEMENT
ON
FORM S-3
Under
THE SECURITIES ACT OF 1933

----------

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

<TABLE>
<S> <C>
Connecticut 06-0682273
----------------------- ------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
</TABLE>
61 Wilton Road, Westport, CT 06880
(203)226-1144
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Seth M. Lukash
Chief Executive Officer
61 Wilton Road, Westport, CT 06880
(203) 226-1144
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:

Stephen J. Carlotti, Esq.
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000

Approximately date of commencement of proposed sale to the public: As
soon as practicable after the effective date of the Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ].

<PAGE> 2

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ x ]

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.

Exhibit Index Appears on Page ___
<PAGE> 3

TRIDEX INCORPORATED

Cross Reference Sheet Pursuant to
Item 501(b) of Regulation S-K

<TABLE>
<CAPTION>
Form S-1
Item No. Item Caption Prospectus Caption
--------- ------------ ------------------
<S> <C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus . . . . . . . . . . . . . Front Cover Page; Inside Front Cover of
Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . Inside Front and Outside Back
Cover of Prospectus
3. Summary Information, Risk Factors . . . . . . . . . . . . . . . The Company; The Offering; Investment
Considerations
4. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . . . . . . . . . . . . . . . Not Applicable
6. Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Securityholders . . . . . . . . . . . . . . . . . . . . Selling Securityholders
8. Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . Plan of Distribution
9. Description of Securities to be Registered . . . . . . . . . . . Not Applicable
10. Interests of Named Experts and Counsel . . . . . . . . . . . . . Not Applicable
11. Material Changes . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
12. Incorporation of Certain Information by Reference . . . . . . . Incorporation of Certain Documents by
Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . . . . . . . Not Applicable
</TABLE>

<PAGE> 4

PROSPECTUS

TRIDEX CORPORATION

947,056 Shares of Common Stock
(no par value per share)

This Prospectus relates to the offering for sale (the "Offering") of a
total of 947,056 shares (the "Shares") of Common Stock, no par value per share
(the "Common Stock"), of Tridex Corporation ("Tridex" or the "Company") issued
or issuable upon conversion of the Company's outstanding 10.5% Senior
Subordinated Convertible Debentures due December 31, 1997 (the "10.5%
Debentures"), the Company's outstanding convertible 8% Promissory Notes due
December 31, 1997 (the "Ultimate Notes"), the convertible 10% Promissory Notes
due and paid May 10, 1994, of the Company's wholly-owned subsidiary, Ithaca
Peripherals, Inc. (the "Ithaca Notes") and upon the exercise of outstanding
warrants to purchase Common Stock held by the holders of the 10.5% Debentures
(the "Private Placement Warrants"), the Placement Agent of the 10.5% Debentures
(the "Placement Agent Warrants"), and certain of the Company's Directors (the
"Directors' Warrants"). The holders of the Shares and the 10.5% Debentures,
the Ultimate Notes, the Private Placement Warrants, the Placement Agent
Warrants, and the Directors' Warrants are sometimes hereinafter referred to
collectively as the "Selling Securityholders".

Until August 8, 1995, the Common Stock was listed on the American Stock
Exchange (the "AMEX") where it traded under the symbol "TDX." As of August 9,
1995, the Common Stock ceased to be traded on the AMEX and became quoted on and
commenced trading on the National Association of Securities Dealers Automated
Quotation - National Market System ("NASDAQ - NMS") under the symbol "TRDX."
The last reported sale price of the Common Stock on August 8, 1995, was $7.75
per share. The Selling Securityholders intend to sell the Shares in market
transactions on a continuous or delayed basis, subject to certain limitations
imposed by federal and state securities laws, at current market prices from
time to time. In connection with sales, it is expected that the Selling
Securityholders may incur a standard commission charge. The selling price of
the Shares cannot be determined at this time.

SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS WHICH
SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT
IN THE SHARES OFFERED HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

The date of this Prospectus is August __, 1995.

<PAGE> 5

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "SEC"). Reports, proxy statements and other
information filed with the SEC can be inspected and copied at the public
reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; 7 World Trade Center, 13th Floor, New
York, New York 10098 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60621. Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549. Such reports and other information concerning the Company can also be
inspected at the offices of the American Stock Exchange, 86 Trinity Place, New
York, NY 10006-1881.

This Prospectus constitutes a part of a Registration Statement filed by
the Company with the SEC under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain of the information contained
in the Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Company and the Offering. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the SEC. Each
such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company under the
Exchange Act with the Commission are incorporated herein by reference:

(1) The Company's Annual Report on Form 10-K for the year ended
April 1, 1995.
(2) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed August 8,
1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the Offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed documents 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 superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference herein other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
herein). Requests for such copies should be directed to: Tridex Corporation,
61 Wilton Road, Westport, Connecticut 06880, Attention: George Crandall,
Assistant Secretary; telephone (203) 226-1144.

-2-
<PAGE> 6

THE COMPANY

Tridex Corporation ("Tridex" or the "Company") was formed as a
Connecticut corporation in 1953 and became a public company in 1968. Tridex is
primarily engaged in the design, development, manufacture and sale of specialty
printers, terminal devices and other peripheral products through its
wholly-owned subsidiaries, Magnetec Corporation ("Magnetec"), Ithaca
Peripherals Incorporated ("Ithaca"), Ultimate Technology Corporation
("Ultimate") and Cash Bases GB Limited ("Cash Bases"). The Company's stock is
quoted on the NASDAQ - NMS under the trading symbol "TDRX".

The Company's executive offices are at 61 Wilton Road, Westport,
Connecticut 06880, telephone: (203) 226-1144.

<TABLE>
THE OFFERING

<S> <C>
Securities Offered . . . . . . . . . . . 947,056 shares of Common Stock, acquired or
acquirable upon conversion of the 10.5% Debentures,
the Ultimate Notes and the Ithaca Notes and
upon the exercise of the Private Placement
Warrants, the Placement Agent Warrants,
and the Directors Warrants.

Common Stock Outstanding* . . . . . . . . 3,680,346 shares

Common Stock to be Outstanding
after the Offering** . . . . . . . . . . 5,285,507 shares
----------------------------
<FN>
* as of July 1, 1995
** Includes Shares being registered hereunder and 847,485 additional shares
acquirable upon the exercise of certain options and conversion rights.
</TABLE>

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares.

INVESTMENT CONSIDERATIONS

INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE
ONLY FOR PERSONS WHO CAN AFFORD THE LOSS OF ALL OR A PART OF THEIR INVESTMENT.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, AMONG OTHER FACTORS, THE
FOLLOWING MATTERS BEFORE INVESTING:

Critical Capital Financing. The Company's financing with its senior
lender, which includes a $4,625,000 working capital revolving credit facility,
currently scheduled to expire August 31, 1995, and a $2,330,000 acquisition
term loan, which matures June 30, 1997, provides critical capital for the
Company's continued operation as a going concern. If for any reason this or
comparable financing is not available to the Company, it would have an adverse
effect on the Company and its ability to conduct its operations as presently
conducted.

Dependence on Foreign Vendor. The Company is dependent upon a single
source of supply for printer mechanisms for its POS printers. The loss of this
supply source would have a material adverse effect on the

-3-
<PAGE> 7

Company. The Company has a contract with this source of supply to provide a
sufficient quantity of printer mechanisms until March 1996. The Company enjoys
good relations with this source of supply and has received no indication that
the supply agreement will not be renewed beyond the expiration of the current
contract. The Company cannot be certain, however, that the supply agreement
will be renewed, or if renewed, that the renewal terms will be as favorable as
those under the current contract. For example, since the vendor is a foreign
company, a renegotiated contract price may result from fluctuations in the
currency exchange rate.

Dependence on Certain Customers. The Company has certain customers,
the loss of which, if not replaced by sales to other customers, could have an
adverse effect on the Company. There can be no assurance that these customers
will remain customers of the Company or that sales to such customers will
continue at current sales levels or at all. Sales to Indiana Cash Drawer
Company, an unrelated distributor of POS products, accounted for 8.3%, 10.5%
and 6.2% of consolidated net sales during fiscal years 1995, 1994 and 1993,
respectively. Sales to another customer accounted for 5.9%, 6.9% and 5.2% of
consolidated net sales during fiscal years 1995, 1994 and 1993, respectively.

Environmental Matters. Allu Realty Trust ("Allu"), a Massachusetts
business trust, with transferable shares, all of which are owned by Tridex, is
the former owner of land improved with a manufacturing-warehouse building
located at 100 Foley Street, Somerville, Massachusetts (the "Site"). Although
Allu has sold the property to 100 Foley Street Incorporated ("Foley"), an
unrelated entity, Allu and Tridex remain responsible for certain environmental
problems associated with the Site.

During July 1984, Allu and Tridex disclosed to Massachusetts Department
of the Attorney General the existence of chromium, oil and grease at the Site.
As a result, the Environmental Protection Division of the Department of the
Attorney General and the Massachusetts Department of Environmental Protection
("MDEP") conducted an investigation of the Site. At MDEP's request, the
Company retained an environmental engineering firm which completed a Phase II
investigation study of the Site. The Company has conducted further studies to
more specifically characterize and assess the Site and to determine appropriate
long term clean-up measures.

In January 1993, the Company entered into an agreement with Foley
pursuant to which Tridex and Foley agreed to pay 75% and 25%, respectively, of
the costs incurred after January 1, 1992 in connection with the investigation
and remediation of the Site (the "Site Participation Agreement"). The Site
Participation Agreement also provides that, to the extent there are available
proceeds from the sale of the Site or, if not sold, from the operation of the
Site after January 1, 1997, Tridex shall be reimbursed for all or a portion of
the $260,000 it expended in connection with the Site prior to January 1, 1992.
Under the terms of an Escrow Agreement entered into by Tridex and Foley
simultaneously with the Site Participation Agreement (the "Escrow Agreement"),
Tridex and Foley each placed $125,000 into escrow to fund the payment of their
obligations under the Site Participation Agreement. Under the terms of the
Escrow Agreement, Tridex must place an additional $100,000 in escrow at the
request of the Escrow Agent and thereafter the amount of any additional funds
required to be placed in escrow by the Escrow Agent shall be contributed 75% by
Tridex and 25% by Foley. Approximately $2,000 was being held in escrow as of
April 1, 1995, all of which was contributed by Foley.

As of April 1, 1995, the Company had spent approximately $579,000 in
connection with the Site. Of this amount, approximately $424,000 relates to
investigation or remediation costs incurred at the Site. Although it is
difficult to distinguish between amounts spent for investigation and
remediation, the Company estimates that approximately $351,000 has been spent
in connection with investigation and approximately $73,000 has been spent in
connection with remediation of the Site. The Company estimates that it will
spend approximately $100,000 to $300,000 in connection with the Site during
fiscal year 1996, including expenditures from the escrow account.

-4-
<PAGE> 8

Based upon preliminary estimates provided by a consulting environmental
engineer and based upon the likely future uses of the property as of April 1,
1995, the Company had accrued $333,000 for liabilities associated with the
Site, which represents the currently estimated minimum cost of remediation,
after considering the cost sharing arrangement discussed above. Accordingly,
although no assurances can be given regarding the materiality of the total
costs which may be incurred, the Company does not believe at this time that the
remediation of the Site is reasonably likely to have a material effect on the
Company's financial condition, results of operations or liquidity. The Company
believes that implementation of clean-up measures will commence, and may be
completed, in fiscal 1996, in which case the entire amount of remediation costs
to be borne by the Company would be incurred and paid in fiscal 1996. The
Company expects that, as in the past, funds being held in escrow, cash from
operations and the Company's credit facilities will be sufficient to pay the
costs of remediation without a material effect on the Company's operations.

The Company has also been notified by an adjacent property owner, Cooper
Industries ("Cooper"), that certain petroleum products that may have migrated
from the Site have been detected in a monitoring well located on Cooper's
property. The Company and Foley are investigating possible oil contamination
along the border between the Site and the property owned by Cooper.

Legal Proceedings. In November 1990, the Company filed suit against a
former landlord, Gorham Island Associates ("GIA") seeking monetary damages and
rescission of a lease covering 5,700 square feet of office space in Westport,
Connecticut (the "Lease"). In January 1991, GIA filed suit against the Company
seeking payment of all amounts due under the Lease for the balance of the Lease
term (aggregating approximately $1,021,000) and other damages. The Company
believes GIA's suit is without merit. If, however, the Company is found to be
liable to GIA in the full amount of its claim, the effect on the Company and
its subsidiaries taken as a whole could be material. Trial of the suit was
completed in mid-July 1995. The judge's verdict is not expected before
the third quarter of fiscal 1996.

Uncertainties Regarding Intellectual Property Rights. The Company
currently owns certain patents and either owns, licenses or has applied for
patents on certain of the additional technology underlying the Company's
products. The Company's patents, patent rights or patent applications do not,
however, guarantee a competitive advantage to the Company. Although the
Company knows of no challenge or threatened challenge to its patent or other
intellectual property rights, no assurance can be given that any issued patents
or intellectual property of the Company will not be designed around, infringed
upon or successfully challenged by others, or that the Company will have
sufficient resources to enforce any proprietary protection afforded by its
patents. Furthermore, there can be no assurance that patents will be issued
with respect to any pending or future patent application. Some of the
intellectual property used by Ultimate is not proprietary. No assurance can be
given that such intellectual property will not be used by Ultimate's
competitors.

Potential Dilution. Future offerings of equity securities by the
Company could result in dilution of the Common Stock. Dilution also may result
from the issuance of shares of Common Stock upon the possible exercise of
options outstanding under the Company's 1989 Long Term Incentive Plan, upon
conversion of the Company's 10.5% Debentures and the Ultimate Notes and upon
exercise of the warrants issued by the Company.

As of July 1, 1995, there are approximately 847,485 options outstanding.
Of the total number of options outstanding, 303,695 options were vested and
exercisable at an exercise price ranging from $0.75 to $10.75 per share. In
addition, as of July 1, 1995, there were outstanding $3,470,000 principal
amount of 10.5% Debentures convertible into shares of Common Stock at the rate
of $9.00 per share, $1,900,000 principal amount of Ultimate Notes convertible
into shares of Common Stock at the rate of $12.00 per share and warrants to
purchase 283,832 shares of Common Stock at exercise prices ranging from $0.875
to $9.25 per

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<PAGE> 9

share. If the market price of the Company's Common Stock is in excess of the
exercise price of such options and conversion rights, and such rights are
exercised, the effect will be dilutive.

Volatility of Stock Price; Depressive Effect of Future Sales of Common
Stock. The trading price of the Common Stock has been subject to wide
fluctuations. The Company is unable to predict the effect that sales of
outstanding shares of Common Stock, whether under Rule 144, pursuant to future
registration statements, or following the conversion of convertible
indebtedness or exercise of options or warrants, may have on the then
prevailing market price of the Common Stock. The sale of a substantial number
of shares of Common Stock, however, would likely have a depressive effect on
the market price of the Common Stock.

Lack of Dividends. The Company has not paid any dividends on its Common
Stock in the last five years and currently has no plans to pay dividends.
The Company's agreement with its senior lender prohibits the payment of cash
dividends for the term of the agreement. The indenture covering the Company's
10.5% Debentures limits the payment of cash dividends to 50% of aggregate
consolidated net income earned after December 27, 1992 for so long as any of
the debentures are outstanding. The Company is permitted by the indenture to
pay dividends in Common Stock.

Control by Management; Concentration of Ownership. As of July 1, 1995,
the Company's directors and management owned 513,669 shares (or approximately
14%) of the Company's issued and outstanding shares of Common Stock and have
the right to acquire 480,138 additional shares (for a total of approximately
24%) of Common Stock pursuant to the exercise of presently exercisable options
and warrants and the conversion of the Ultimate Notes and the 10.5% Debentures.

Technological Obsolescence. The printer and scanner market is
characterized by rapid technological development. There is no assurance that
the products manufactured and sold by the Company will not be rendered obsolete
or that the Company will be successful in developing new, commercially viable
products.

Dependence on Key Personnel. As a result of the nature of the Company's
business and technological developments and growth in the markets served by the
Company, it will be necessary for the Company to continue to attract and retain
personnel with a variety of technical and management skills. There can be no
assurance that the Company will be able to attract and retain such employees.

Competitors with Greater Financial Strength. The Company faces
significant and aggressive competition in all of its potential markets. Many
of the Company's current and potential competitors are large multi-national
enterprises with extensive experience and resources in designing, manufacturing
and marketing a wide range of printer and other electro-mechanical devices.
New competitive processes can be expected to emerge as well.

Product Liability Exposure. The Company is not a party to any pending
product liability litigation, and historically the Company has not incurred any
material loss as a result of product liability claims. However, sale of the
various materials and equipment offered by the Company's subsidiaries may
expose those subsidiaries, as well as the Company, to liability for substantial
damages in the event of a malfunction or defect. The Company and its
subsidiaries currently carry product liability insurance, but there is no
assurance that the Company's coverage will equal or exceed any liability it may
have.

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<PAGE> 10

SELLING SECURITYHOLDERS

The following tables set forth the name of each Selling Securityholder,
the Common Stock owned by such Selling Securityholder prior to the Offering,
the amount of Common Stock to be offered for such Selling Securityholder's
account and the amount and percentage, if required, of Common Stock to be owned
by the Selling Securityholder after the Offering. Unless indicated in a
footnote, none of the Selling Securityholders has held any position, office or
material relationship with the Company or any of its predecessors or affiliates
within three years of the date of this Prospectus. The amounts set forth
below are as of July 1, 1995.

<TABLE>
HOLDERS OF 10.5% DEBENTURES:

Shares of Common Stock Shares of Common Stock
Acquired or Acquirable Remaining If All Shares
Shares of Common Stock (And Registered Hereby) Registered Hereby Are
NAME Currently Owned (a) Upon Conversion Sold (a) (% if > 1%)
---- ---------------------- ----------------------- -----------------------
<S> <C> <C> <C>
Seth M. Lukash and
Gayle L. Smithson JTWROS (b) 513,560 11,110 513,560(10.8%)
Jeffrey T. Leeds - 5,555 -
McFarland Dewey & Co. (c) - 11,110 -
Thomas Bryson (d) - 38,885 -
Charlotte E. Kopitsky Trust - 5,555 -
Stavisky, Knittle, Isaacs & Dichek
Pension Plan FBO Herbert Stavisky 30,779 5,555 30,779
Herbert Stavisky 40,043 23,608 40,043
Milton Chwasky - 6,943 -
Graham Y. Tanaka (e) 29,875 11,110 29,875
Yusuo Tanaka and Yuri L.
Tanaka Trust dtd 9/25/91 (f) 5,000 5,555 5,000
J.T. & C.K. Tanaka (g) 5,000 5,555 5,000
Schiro Family Trust - 11,110 -
Robert G. Schiro - 5,555 -
Charlotte Hershberg 10,000 11,110 10,000
Advest Inc., Custodian
f/b/o Milton Chwasky - 13,887 -
Lisa R. Zenkel - 11,110 -
Lois S. Zenkel - 11,110 -
Walter F. Toombs - 5,555 -
Dennis J. Lewis (h) 12,300 16,665 12,300
Gary H. German (i) 9,100 5,555 9,100
William J. Nolan, III 400 5,555 400
Milton Movitz - 5,555 -
Paul C. Wolf (k) 5,000 5,555 5,000
Nancy S. DeMoss - 5,555 -
Philadep & Co. - 11,110 -
Compagnie D'Assurance Martimes
Aeriennes at Tenestres - 11,110 -
Credit Suisse (France) - 8,332 -
Brown Brothers Harriman - 111,110 -
Banque Continental
due Luxembourg - 3,333 -
CEDE & Co. - 110,544 -
</TABLE>

<TABLE>
HOLDERS OF ULTIMATE NOTES:

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<PAGE> 11

<TABLE>
HOLDERS OF SHARES ISSUED UPON
CONVERSION OF ITHACA NOTES:

<CAPTION>
Shares of Common
Shares of Common Stock Stock Remaining
Acquired If All Shares
Shares of Common Stock (And Registered Hereby) Registered Hereby
NAME Currently Owned (a) Upon Conversion Are Sold (a) (% if > 1%)
---- ---------------------- ----------------------- ------------------------
<S> <C> <C> <C>
John D. Hays (l) 27,350 7,397 27,350
S. Scott Kumpf (m) 41,000 6,865 41,000
Lucy H. Staley (n) 12,800 675 12,800
</TABLE>

<TABLE>
HOLDERS OF PRIVATE PLACEMENT WARRANTS:

<CAPTION>
Shares of Common
Shares of Common Stock Stock Remaining
Acquired or Acquirable If All Shares
Shares of Common Stock (And Registered Hereby) Registered Hereby
NAME Currently Owned (a) Upon Exercise Are Sold (a) (% if > 1%)
---- ---------------------- --------------------- ------------------------
<S> <C> <C> <C>
Seth M. Lukash and
Gayle L. Smithson JTWROS (b) 513,560 1,000 513,560(10.8%)
Jeffrey T. Leeds - 500 -
McFarland Dewey & Co. (c) - 1,000 -
Thomas Bryson (d) - 3,500 -
Charlotte E. Kopitsky Trust - 500 -
Stavisky, Knittle, Isaacs & Dichek
Pension Plan FBO Herbert Stavisky 30,779 500 30,779
Herbert Stavisky 40,043 1,500 40,043
Graham Y. Tanaka (e) 29,875 1,000 29,875
Yusuo Tanaka and Yuri L.
Tanaka Trust dtd 9/25/91 (f) 5,000 500 5,000
Jonathan T. Tanaka (g) 5,000 500 5,000
Schiro Family Trust - 1,000 -
Robert G. Schiro - 500 -
Theodore H. Friedman - 1,250 -
Charlotte Hershberg 10,000 1,000 10,000
Advest Inc., Custodian
f/b/o Milton Chwasky - 1,250 -
Lisa R. Zenkel - 1,000 -
Lois S. Zenkel - 1,000 -
Walter F. Toombs - 500 -
Dennis J. Lewis (h) 12,300 1,500 12,300
Gary H. German (i) 9,100 500 9,100
Theodore Thomas (j) 500 500 500
William J. Nolan, III 400 500 400
Paul C. Wolf (k) 5,000 500 5,000
Milton Movitz - 500 -
Nancy S. DeMoss - 500 -
Armand O. Norehad 10,000 1,000 10,000
Banque Continentale
due Luxembourg - 300 -
Credit Suisse (France) - 750 -
Banque Industrielle et Mobliere Privee - 650 -
J. Romeo & Co. - 1,000 -
Brown Brothers Harriman - 15,000 -
William Bernard - 2,000 -
Robert G. Shiro - 800 -
Bear Stearns Corp. (CAMAT) - 1,000 -
Cudo & Co. - 250 -
Alfred Callahan - 250 -
</TABLE>

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<PAGE> 12

<TABLE>
HOLDERS OF PLACEMENT AGENT WARRANTS(o):

<TABLE>
HOLDERS OF DIRECTORS WARRANTS (p):

FOOTNOTES TO SELLING SECURITYHOLDERS TABLES

(a) Includes shares of Common Stock issuable upon the exercise of
presently exercisable conversion rights and options to acquire the
Company's Common Stock other than the shares being registered hereby.
(b) Mr. Lukash is Chairman, Chief Executive Officer and a Director of the
Company and is Vice President and a Director of Magnetec, Ithaca and
Ultimate. Mr. Lukash is the son of Alvin Lukash, a Director of the
Company. The shares of Common Stock listed as currently owned are
beneficially owned by Mr. Lukash. Ms. Smithson does not beneficially
own any of such shares. Mr. Lukash and Ms. Smithson beneficially own,
as joint tenants with rights of survivorship, the 11,110 shares being
registered hereby.
(c) McFarland Dewey & Co. is the Company's Financial Advisor.
(d) Mr. Bryson is a principal in McFarland Dewey & Co., the Company's
Financial Advisor.
(e) Mr. Tanaka is a Director of the Company.
(f) The Yusuo Tanaka and Yuri L. Tanaka Trust was established by the
parents of Graham Tanaka, a Director of the Company, for their benefit
and the benefit of their children.
(g) Jonathan Tanaka is the brother of Graham Tanaka, a Director of the
Company.
(h) Mr. Lewis is President of Ultimate.
(i) Mr. German is the Director of Sales and Marketing of Ultimate.
(j) Mr. Thomas was the Director of the Software Division of Ultimate
until December 31, 1993.
(k) Mr. Wolf is the Chief Engineer of Ultimate.
(l) Mr. Hays is a Vice President of Ithaca.
(m) Mr. Kumpf is President of Ithaca.
(n) Ms. Staley is a Vice President of Ithaca.
(o) The Placement Agent Warrants were originally issued to Value Investing
Partners, Inc. as partial consideration for its assistance in
privately placing $2,200,000 of the 10.5% Debentures and the Private
Placement Warrants.
(p) Each of the holders of Directors' Warrants is a Director of the
Company.
(q) Mr. Fine is Secretary of the Company.

-9-
<PAGE> 13

PLAN OF DISTRIBUTION

The shares are listed on the American Stock Exchange. The distribution
of the shares of Common Stock offered hereby by the Selling Securityholders may
be effected from time to time in one or more transactions (which may involve
block transactions) on the American Stock Exchange, in negotiated transactions,
through the writing of options or shares (whether such options are listed on an
options exchange or otherwise), or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Securityholders
may effect such transactions by selling shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Securityholders and/or purchasers
of shares for whom they may act as agent (which compensation may be in excess
of customary commissions).

INDEMNIFICATION

Section 33-320a of the Stock Corporation Act of the State of Connecticut
and Article VI of the Company's bylaws provide that the Company shall indemnify
any person made a party to any proceeding, other than an action by or in the
right of the corporation, by reason of the fact that he, or the person whose
legal representative he is, is or was a shareholder, director, officer,
employee or agent of the corporation, or an eligible outside party (as defined
by Section 33-320a of the Connecticut Stock Corporation Act), against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses
actually incurred by him, and the person whose legal representative he is, in
connection with such proceeding, provided that no indemnification shall be
provided for any person with respect to any matter unless he was successful on
the merits in the defense of any proceeding or he acted in good faith in the
reasonable belief that his action was in the best interests of the corporation.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

LEGAL MATTERS

Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by Messrs.
Hinckley, Allen & Snyder, One Financial Center, Boston, Massachusetts
02111-2625.

EXPERTS

The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended April 1, 1995 have
been so incorporated in reliance on the report (which includes an explanatory
paragraph relating to an environmental remediation matter as described in Note
7 to the financial statements) of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

-10-
<PAGE> 14
===============================================================================

No person has been authorized to give any information or make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer to
sell any securities (i) other than those specifically offered hereby, (ii) in
any jurisdiction in which such offer or solicitation is not authorized, (iii)
in any jurisdiction in which the person making such offer or solicitation is
not qualified to do so or (iv) to any person, to whom it is unlawful to make
such offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company since
the date hereof or that the information herein is correct as of any time
subsequent to the date as of which such information is provided in this
Prospectus.

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

947,056 Shares

TRIDEX CORPORATION
Common Stock
(No Par Value)

___________________

Prospectus

___________________

August ___, 1995

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

-11-
<PAGE> 15

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The registrant estimates that expenses in connection with the offering
described in this Registration Statement, all of which shall be borne by the
Company, will be as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,872
Accountant's fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17,500
Legal fees and expenses.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,000
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $58,372
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A list of the exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits and
is hereby incorporated by reference herein.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

-12-
<PAGE> 16

(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

(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.

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

(3) The undersigned registrant hereby undertakes 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.

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 Securities and Exchange
Commission 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 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.

-13-
<PAGE> 17
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Post-Effective Amendment No. 5 to its
Registration Statement (Commission File No. 33-58864) to be signed on its
behalf by the undersigned, thereunto duly authorized in the Town of Westport,
State of Connecticut, on August 9, 1995.

TRIDEX CORPORATION

By: Seth M. Lukash
______________________________________
Chairman, Chief Executive Officer, and
Chief Operating Officer

<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by
the following persons in the capacities and on the dates indicated.

<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Seth M. Lukash
_____________________ Chairman, President August 9, 1995
Seth M. Lukash Chief Executive Officer,
and Chief Operating Officer
Richard L. Cote
_____________________ Senior Vice President August 9, 1995
Richard L. Cote Chief Financial Officer
and Principal Financial
Officer
George T. Crandall
_____________________ Vice President, August 9, 1995
George T. Crandall Treasurer and
Principal Accounting
Officer
*
_____________________ Director and Secretary August 9, 1995
Ralph I. Fine

*
_____________________ Director August 9, 1995
Alvin Lukash

*
_____________________ Director August 9, 1995
Graham Y. Tanaka

*
_____________________ Director August 9, 1995
Richard T. Bueschel

*
_____________________ Director August 9, 1995
Paul J. Dunphy

*
______________________ Director August 9, 1995
Richard W. Sonnenfeldt
</TABLE>

*By: Seth M. Lukash
_____________________________
Seth M. Lukash
Attorney-in-Fact
<PAGE> 18

<TABLE>
EXHIBIT INDEX

<CAPTION>
Sequentially
I. Exhibits Attached Numbered Page
----------------- -------------
<S> <C> <C>
3.1 Certificate of Incorporation of Tridex Corporation ("Tridex"
or the "Company"), as amended, filed on June 28, 1985 as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended March 30, 1985, is hereby incorporated
herein by reference.

3.2 Certificate of Amendment of Incorporation of Tridex, dated
October 1, 1987, filed on July 18, 1988 as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
April 2, 1988 is hereby incorporated herein by reference.

3.3 Certificate of Amendment of Incorporation of Tridex, dated
August 15, 1988, filed on June 29, 1989 as Exhibit 3.3 to the
Company's Annual Report on Form 10-K for the fiscal year ended
April 1, 1989 is hereby incorporated herein by reference.

3.4 Certificate of Amendment of Incorporation of Tridex, dated
March 31, 1989 filed on June 29, 1989 as Exhibit 3.4 to the
Company's Annual Report on Form 10-K for the fiscal year ended
April 1, 1989 is hereby incorporated herein by reference.

3.5 Bylaws of Tridex, as amended and restated on May 26, 1994,
filed as an Exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended April 2, 1994 is hereby
incorporated herein by reference.

4.1 Form of Option Agreement entered into by the Company and
certain Directors. *

4.2 Form of Warrant Agreement, expiring December 31, 1997
given to the Holders of the 10.5% Debentures. *

4.3 Warrant Agreements expiring December 31, 1997 given to
the Placement Agent of the 10.5% Debentures. *

4.4 The Tridex Corporation 1989 Long Term Incentive Plan (as
amended and restated) filed as Exhibit A to the Company's
Proxy Statement for Annual Meeting of Shareholders filed
September 15, 1994 is hereby incorporated herein by reference.

4.5 Form of 8% Subordinated Convertible Term Promissory Notes
dated January 20, 1993, by and among the Company and the
shareholders of Ultimate Technology Corporation, filed as an
Exhibit to Current Report on Form 8-K filed February 10, 1993,
is hereby incorporated herein by reference.
</TABLE>

<PAGE> 19

<TABLE>
<S> <C> <C>
4.6 Form of Registration Rights Agreement, dated January 20, 1993,
filed as an Exhibit to Current Report on Form 8-K filed
February 10, 1993, is hereby incorporated herein by reference.

4.7 Indenture dated as of December 31, 1992 by and among the
Company and American Stock Transfer & Trust Company, as
Trustee, filed as an Exhibit to Current Report on Form 8-K
filed February 10, 1993, is hereby incorporated herein by
reference.

4.8 Form of 10.5% Senior Subordinated Convertible Debentures due
December 31, 1997, filed as an Exhibit to Current Report on
form 8-K filed February 10, 1993, is hereby incorporated
herein by reference.

4.9 Form of Warrant, dated January 20, 1993, to purchase shares of
Tridex common stock, filed as an Exhibit to Current Report on
Form 8-K filed February 10, 1993, is hereby incorporated
herein by reference.

4.10 Form of Registration Rights Agreement, filed as an Exhibit to
Current Report on Form 8-K filed February 10, 1993, is hereby
incorporated herein by reference.

4.11 Form of 10% Subordinated Convertible Term Promissory Note due
May 10, 1994 filed as an Exhibit to the Company's Current
Report on Form 8-K filed May 25, 1990, is hereby incorporated
herein by reference.

4.12 Registration Rights Agreement, dated as of May 10, 1990, by
and among the Company, Ithaca Peripherals Incorporated and
Noteholders filed as an Exhibit of the Company's Current
Report on Form 8-K filed May 25, 1990 is hereby incorporated
herein by reference.

4.13 Form of Warrant dated January 20, 1993, to purchase common
stock of Tridex Corporation filed as an Exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
April 3, 1993 is hereby incorporated herein by reference.

5.0 Opinion of Messrs. Hinckley, Allen & Snyder regarding legality *
of securities offered.

</TABLE>

<PAGE> 20

<TABLE>
<S> <C> <C>
23.1 Consent of Price Waterhouse LLP. *

23.2 Consent of Hinckley, Allen & Snyder (included in *
the opinion filed as Exhibit 5.0).

23.3 Consent of William F. Cosulich Associates, P. C. *

23.4 Consent of C&R Environmental Specialists, Inc. *

25 Power of Attorney *

<FN>
* - Previously filed in connection with this registration statement.
</TABLE>