<PAGE>
As filed with the Securities and Exchange Commission on February 22, 1996
Registration No. 33-75860
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
POLYPHASE CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 23-2708876
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16855 DALLAS PARKWAY
DALLAS, TEXAS 75248
(Address of principal executive offices) (Zip Code)
_______________________
STOCK OPTION AGREEMENT FOR PAUL STEVENS
STOCK OPTION AGREEMENT FOR MICHAEL F. BUCK
(Full title of the plans)
_______________________
PAUL A. TANNER COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER RONALD J. FRAPPIER, ESQ.
POLYPHASE CORPORATION JENKENS & GILCHRIST
16885 DALLAS PARKWAY A PROFESSIONAL CORPORATION
DALLAS, TEXAS 75248 1445 ROSS AVENUE, SUITE 3200
(214) 732-0010 DALLAS, TEXAS 75202
(Name, address and telephone number
including area code of agent for service)
_______________________
This Post-Effective Amendment No. 1 to the Registration Statement will
become effective automatically on the date of filing with the Securities and
Exchange Commission, pursuant to the provisions of Rule 464 promulgated under
the Securities Act of 1933, as amended.
<PAGE>
EXPLANATORY NOTE
On June 15, 1994, Polyphase Corporation, a Pennsylvania corporation
("Polyphase Pennsylvania"), effected a merger whereby Polyphase Pennsylvania
merged with and into one of its wholly-owned subsidiaries for the primary
purpose of reincorporating in Nevada. The surviving corporation in the merger is
a Nevada corporation named Polyphase Corporation (the "Company") and is filing
this post-effective amendment to Polyphase Pennsylvania's registration statement
(the "Registration Statement") on Form S-8 (No. 33-75860) pursuant to Rule
414(d) promulgated under the Securities Act of 1933, as amended (the "Act"). The
Company hereby expressly adopts the statements in the Registration Statement as
its own registration statement for all purposes of the Act and the Securities
and Exchange Act of 1934, as amended.
In addition, the Company is updating the exhibits previously filed as a
part of the Registration Statement. See Part II.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS
(a) Exhibits.
The following documents are filed as a part of this registration
statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER Document Description
- ------- ---------------------------------------------
<C> <S>
4.1 -- Articles of Incorporation of the Company, as amended
(incorporated by reference from Exhibits 4.1 and Exhibits 4.3
through 4.8 to the Company's registration statement on Form S-8
(No. 33-82008), filed with the Commission on July 27, 1994 (the
"1994 Form S-8") and from Exhibit 4.9 to the Company's
Registration Statement on Form SB-2 (No. 33-85334), filed with
the Commission on October 19, 1994, and from Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the Fiscal Year ended
September 30, 1995)
4.2 -- Bylaws of the Company (incorporated by reference from Exhibit
4.2 to the 1994 Form S-8)
4.3 -- Stock Option Agreement for Michael F. Buck
4.4 -- Amendment to Stock Option Agreement for Michael F. Buck
5.1* -- Opinion of Morgan F. Johnston, Esq.
24.1* -- Consent of Price Waterhouse
24.2* -- Consent of Amper, Politziner & Mattia
24.3* -- Consent of Morgan F. Johnston, Esq. (contained in Exhibit 5.1)
</TABLE>
________________
* Previously filed.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf, thereunto duly authorized, in the
City of Dallas, Texas, on February 22, 1996:
POLYPHASE CORPORATION
/s/ Paul A. Tanner
-----------------------------------------------------
Paul A. Tanner, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates included:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Paul A. Tanner Chairman of the Board, February 22, 1996
- -----------------------------
Paul A. Tanner President and Chief
Executive Officer
(Principal Executive Officer)
/s/ James Rudis Executive Vice President and February 22, 1996
- -----------------------------
James Rudis a Director
/s/ William E. Shatley Senior Vice President February 22, 1996
- ------------------------------
William E. Shatley (Principal Accounting and
Financial Officer)
/s/ Michael F. Buck Director February 22, 1996
- -------------------------------
Michael F. Buck
/s/ George R. Schrader Director February 22, 1996
- -------------------------------
George R. Schrader
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER Document Description NUMBERED PAGE
- ------- -------------------------------------- -------------
<S> <C> <C>
4.1 -- Articles of Incorporation of the Company, as amended
(incorporated by reference from Exhibits 4.1 and Exhibits 4.3
through 4.8 to the Company's registration statement on Form S-8
(No. 33-82008), filed with the Commission on July 27, 1994 (the
"1994 Form S-8") and from Exhibit 4.9 to the Company's
Registration Statement on Form SB-2 (No. 33-85334), filed with
the Commission on October 19, 1994, and from Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the Fiscal Year ended
September 30, 1995)
4.2 -- Bylaws of the Company (incorporated by reference from
Exhibit 4.2 to the 1994 Form S-8)
4.3 -- Stock Option Agreement for Michael F. Buck
4.4 -- Amendment to Stock Option Agreement for Michael F. Buck
5.1* -- Opinion of Morgan F. Johnston, Esq.
24.1* -- Consent of Price Waterhouse
24.2* -- Consent of Amper, Politziner & Mattia
24.3* -- Consent of Morgan F. Johnston, Esq. (contained in Exhibit 5.1)
</TABLE>
___________________
* Previously filed.
<PAGE>
EXHIBIT 4.3
STOCK OPTION AGREEMENT
Agreement made to document the option granted by the Board of Directors on
April 5, 1991 and approved by the stockholders on November 5, 1991, between
POLYPHASE CORPORATION, a Pennsylvania corporation (the "Company") and MICHAEL F.
BUCK, a director of the Company residing in Bath, Maine (the "Optionee").
NOW THEREFORE in consideration of the premises, it is agreed by and between
the parties hereto as follows:
1. Grant of Option. The Company hereby grants the Optionee the right,
---------------
privilege and option to purchase up to 25,000 shares of Polyphase's Common
Stock, no par value per share, at an exercise price of $.50 per share in the
manner and subject to the conditions provided herein.
2. Terms of Exercise.
-----------------
The option covered by this Agreement becomes exercisable with respect to
one-third of the aggregate number of shares covered thereby in cumulative annual
increments on the first, second and third anniversaries of the date of grant,
provided that the Optionee remains a director of the Company on such
anniversary. The exercise of such option may not be exercised as long as there
is outstanding any option previously granted to the Optionee to purchase stock
of the Company. In addition, for purposes of this Agreement only, any such
previously granted but unexercised options shall be deemed to remain outstanding
until the expiration period during which, under its initial terms, it could have
been exercised.
3. Method of Exercise.
------------------
The option shall be exercised by delivering a written notice to the Company
at its principal offices, accompanied by the Optionee's personal check in the
appropriate amount for payment of the exercise price for the number of shares of
Polyphase Common Stock specified to be purchased. The written notice shall
indicate such number of shares to be purchased and the total exercise price
applicable thereto. The Company shall, within 30 days of receiving such notice
and the Optionee's check covering the exercise price, deliver a stock
certificate(s). The date of delivery of such stock certificate may be extended
by mutual agreement of the Company and the Optionee or due to any law or
regulation which may require the Company to take action with respect to the
shares covered by such notice prior to issuance thereof.
4. Termination of Option.
---------------------
Except as otherwise stated herein, the option, to the extent that it has
not been exercised, shall terminate upon the occurrence of any of the following
events:
<PAGE>
(a) At such time as Optionee shall voluntarily terminate or otherwise
cease to be a member of the Board of Directors of the Company, but only to the
extent that such option has become exercisable as provided for hereunder;
(b) Within 30 days if such termination was on a non-voluntary basis
other than death, but only to the extent that such option has become exercisable
as provided for hereunder;
(c) Within one year after the Optionee's death by his or her
executor, administrator or personal representative, but only to the extent that
such option has become exercisable as provided for hereunder;
(d) April 5, 1996 (representing the expiration of five (5) years from
the grant of this option).
Questions, including but not limited to such voluntary or non-
voluntary terminations, the disability of the Optionee and related treatment
hereunder shall be determined by the Stock Option Committee of the Board of
Directors.
5. Reclassification, Consolidation, or Merger.
------------------------------------------
Subject to any required action by the shareholders, the number of shares of
Common Stock covered by each outstanding option, and the price per share thereof
in each such option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock of the Company resulting
from a subdivision or consolidation of shares or the payment of a stock dividend
(but only on the Common Stock) or any other increase or decrease in the number
of such shares effected without receipt of consideration by the Company.
Subject to any required action by the stockholders, if the Company shall be the
surviving corporation in any merger or consolidation, each outstanding option
shall pertain to and apply to the securities to which a holder of the number of
shares of Common Stock subject to the option would have been entitled. A
dissolution or liquidation of the Company or a merger or consolidation in which
the Company is not the surviving corporation, shall cause each outstanding
option to terminate; provided, however, that each optionee shall, in such event,
have the right immediately prior to such dissolution or liquidation, or merger
or consolidation in which the Company is not the surviving corporation, to
exercise his option in whole or in part without regard to the exercise
limitations contained in the option.
In the event of a change in the Common Stock of the Company as presently
constituted, which is limited to a change of all of its authorized shares into
the same number of shares with a stated par value the shares resulting from any
such change shall be deemed to be the Common Stock within the meaning of this
Agreement.
To the extent the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, whose determination in
that respect shall be final, binding and conclusive.
2
<PAGE>
Except as hereinbefore expressly provided, the Optionee shall have no rights by
reason of any subdivision or consolidation of shares of stock of any class or
the payment of any stock dividend or any other increase or decrease in the
number of shares of stock of any class or by reason of any dissolution,
liquidation, merger, or consolidation or spin-off of assets or stock of another
corporation, and any issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to the option.
The grant of an option pursuant to this Agreement shall not affect in any way
the right or power of the Company to make adjustments, reclassification,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
6. Rights Prior to Exercise of Option.
----------------------------------
This option is non-assignable and nontransferable by the Optionee, except
in the event of his or her death as specified in the Plan and during the
Employee's lifetime is exercisable only by him or her. The Optionee shall have
no rights as a stockholder of Polyphase merely because he or she has been
granted this option. Such rights only accrue upon exercise of the option, in
whole or part payment of the appropriate exercise price, and issuance and
delivery of the underlying shares as provided in this Agreement.
7. Restrictions on Dispositions.
----------------------------
If the shares issuable hereunder are not registered pursuant to an
effective registration statement on Form S-8, all shares acquired by the
Optionee shall be deemed restricted securities as that term is defined under the
Securities Act of 1933, as amended, and may not be sold or transferred unless
certain conditions are met. It is understood that if the shares are not
registered, they are to be purchased for investment only and not with a view to,
or for the sale in connection with any public offering or distribution. The
stock certificates representing such shares shall contain a legend delineating
the restrictions to which such shares are subject.
If the shares are registered pursuant to an effective registration
statement on Form S-8, and the Optionee is deemed to be an affiliate as that
term is defined under the Securities Act of 1933, as amended, the Optionee may
sell shares pursuant to Rule 144 under the Securities Act of 1933 or pursuant to
any other appropriate exemption under the Act. Because the shares were or are
covered by the Registration Statement, the Optionee need not meet the two-year
holding period requirement of Rule 144 with respect to such shares. However,
regardless of whether the two-year holding period requirement must be met, the
Optionee, if it were deemed an affiliate of the Company, must comply with all
other provisions of Rule 144, which relate to, among other things, the
availability of adequate current public information concerning the Company, the
number of shares that may be sold in any period of three months, the manner of
sale and notice filing requirements.
3
<PAGE>
8. Binding Effect.
--------------
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
assigns. The laws of the State of Texas shall govern the interpretation and
enforceability of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on January 31, 1994 to be effective as of the day and year first above
written.
POLYPHASE CORPORATION
By: /s/ Paul A. Tanner
-------------------------------
Paul A. Tanner, President
AGREED AND ACCEPTED
/s/ Michael F. Buck
- ---------------------------------
Michael F. Buck
4
<PAGE>
EXHIBIT 4.4
POLYPHASE CORPORATION
16885 DALLAS PARKWAY, FOURTH FLOOR
DALLAS, TEXAS 75248
May 31, 1994
Mr. James Rudis
Mr. William E. Shatley
Mr. Michael F. Buck
c/o Polyphase Corporation
16885 Dallas Parkway, Fourth Floor
Dallas, Texas 75248
Re: Stock Option Agreements
Gentlemen:
As you know, Polyphase Corporation, a Pennsylvania corporation ("Polyphase
Pennsylvania"), is proposing to reincorporate in Nevada by merging (the
"Merger") Polyphase Pennsylvania with and into a newly formed Nevada subsidiary
of Polyphase Pennsylvania ("Polyphase Nevada"). Polyphase Nevada will be the
surviving corporation in the Merger. Reference is made to your stock option
agreements (the "Agreements"), namely (i) the Stock Option Agreement for James
Rudis, dated as of July 9, 1993 (the "Rudis Agreement"), (ii) the Stock Option
Agreement for William E. Shatley, dated as of July 9, 1993 (the "Shatley
Agreement") and (iii) the Stock Option Agreement for Michael F. Buck, dated as
of April 5, 1991 (the "Buck Agreement").
It is Polyphase Pennsylvania's and Polyphase Nevada's intention,
notwithstanding the language in each of the Agreements providing that the Merger
will force a termination of the options covered thereby, for Polyphase Nevada to
assume the options covered by the Agreements as if the Merger had never
occurred. In other words, the Merger will not force a termination of the
options covered by the Buck Agreement, the Rudis Agreement or the Shatley
Agreement.
If you are agreeable to this proposal, please sign in the appropriate space
below.
Sincerely,
/s/ Paul A. Tanner
Paul A. Tanner, President
ACCEPTED AND AGREED TO:
/s/ James Rudis
- --------------------------------
James Rudis
/s/ William E. Shatley
- --------------------------------
William E. Shatley
/s/ Michael F. Buck
- --------------------------------
Michael F. Buck
