<PAGE>
As filed with the Securities and Exchange Commission on February 23, 1996
Registration No. 33-72458
================================================================================
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 JAMES RUDIS
STOCK OPTION AGREEMENT FOR BILL SHATLEY
(Full title of the plan)
_______________________
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. 33-72458) 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
- ------- ------------------------------------------------
<S> <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 James Rudis (incorporated by reference
from Exhibit 10.5 to the Company's Registration Statement on Form
8-B, filed with the Commission on August 27, 1994 (the "Form 8-
B"))
4.4 -- Stock Option Agreement for William E. Shatley (incorporated by
reference from Exhibit 10.6 to the Form 8-B)
4.5 -- Amendment to Stock Option Agreements for James Rudis and William
E. Shatley
5.1* -- Opinion of Morgan F. Johnston, Esq.
24.1* -- Consent of Amper, Politziner & Mattia
24.2* -- Consent of Morgan F. Johnston, Esq. (contained in Exhibit 5.1)
</TABLE>
_______________
*Previously filed.
II-1
<PAGE>
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 James Rudis
(incorporated by reference from Exhibit 10.5 to
the Company's Registration Statement on Form 8-B,
filed with the Commission on August 27, 1994
(the "Form 8-B"))
4.4 -- Stock Option Agreement for William E. Shatley
(incorporated by reference from Exhibit 10.6 to
the Form 8-B)
4.5 -- Amendment to Stock Option Agreements for James
Rudis and William E. Shatley
5.1* -- Opinion of Morgan F. Johnston, Esq.
24.1* -- Consent of Amper, Politziner & Mattia
24.2* -- Consent of Morgan F. Johnston, Esq. (contained
in Exhibit 5.1)
</TABLE>
- ---------------
*Previously filed.
<PAGE>
EXHIBIT 4.5
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
