-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SNgf08u3zm2MFFsQ7udPKhjirxjfl7H3JG6SbymoDuEtkQnrgd6Wl28rwFqdfCUY BivjVR+tBGy5HqsCRwKR6Q== 0000950134-98-000301.txt : 19980119 0000950134-98-000301.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950134-98-000301 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980116 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLYPHASE CORP CENTRAL INDEX KEY: 0000748212 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CONSTRUCTION & MINING (NO PETRO) MACHINERY & EQUIP [5082] IRS NUMBER: 232708876 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36658 FILM NUMBER: 98508317 BUSINESS ADDRESS: STREET 1: 16885 DALLAS PARKWAY CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 2147320010 MAIL ADDRESS: STREET 1: 16885 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75248 FORMER COMPANY: FORMER CONFORMED NAME: KAPPA NETWORKS INC DATE OF NAME CHANGE: 19910721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLACK SEA INVESTMENTS LTD CENTRAL INDEX KEY: 0001047355 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRESSWAY STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 9724927792 MAIL ADDRESS: STREET 1: 10670 N CENTRAL EXPRESSWAY STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75231 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* POLYPHASE CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 73179 10 9 ----------------------------------- (CUSIP Number) Steven C. Metzger Prager, Metzger & Kroemer PLLC 2626 Cole Avenue, Suite 900 Dallas, Texas 75204-1083 (214) 969-7600 (214) 523-3838 (Fax) - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 22, 1997 ----------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. 2 CUSIP NO. 73179 10 9 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Black Sea Investments, Ltd. FEI# None - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Turks and Caicos Islands - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 832,866* SHARES ------------------------------------------------- 8) SHARED VOTING POWER BENEFICIALLY OWNED BY 832,866* ------------------------------------------------ EACH 9) SOLE DISPOSITIVE POWER REPORTING 832,866* PERSON ------------------------------------------------ 10) SHARED DISPOSITIVE POWER WITH 832,866* - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 832,866* - -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.54% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- *Based on the assumptions stated by virtue of Rule 13d-3(d) 3 ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 to Statement on Schedule 13D relates to securities of Polyphase Corporation, a Nevada corporation (the "Issuer" or "Polyphase"), which has its principal executive offices located at 16885 Dallas Parkway, Suite 400, Dallas, Texas 75248. ITEM 2. IDENTITY AND BACKGROUND. (a)-(f). This Amendment No. 1 to Statement on Schedule 13D is filed by Black Sea Investments, Ltd. ("Black Sea"), a Turks and Caicos Islands corporation, which has its registered offices located at Cockburn House, Cockburn Town, Grand Turk, c/o Finbar F. Dempsey. Black Sea filed an original Statement on Schedule 13D with respect to event occurring August 29, 1997 (the "Original Statement"). Since the filing of the Original Statement, Black Sea has caused the conversion of certain shares of Series F 6% Convertible Preferred Stock of Polyphase into shares of Common Stock of Polyphase and Black Sea has disposed of certain of such shares of Common Stock. All items set forth in this Amendment No. 1 are in addition to the information provided in the Original Statement; accordingly, only the items which have changed since the Original Statement are the subject of this Amendment No. 1. All information set forth in Item 2 of the Original Statement remains correct as of the date of this Amendment No. 1. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(c) Black Sea held 7,500 shares of Series F 6% Convertible Preferred Stock (the "Preferred Stock") and a Warrant to purchase 500,000 shares of Common Stock of Polyphase at an exercise price of $1.50 per share over a five-year period ending August 29, 2002 (the "Warrant"). The shares of Preferred Stock are convertible into shares of Common Stock of Polyphase pursuant to a formula ("Conversion Price") and the Warrant is exercisable at any time after October 8, 1997. The "Conversion Price" for the shares of Preferred Stock is an amount determined by multiplying 0.75 times the simple average of the daily closing bid price of the Polyphase Common Stock for the five consecutive trading days immediately preceding the day of conversion on the market where the shares of Common Stock of Polyphase are then regularly traded (which is currently the American Stock Exchange, Inc.) During the period from October 9, 1997 through December 22, 1997, Black Sea provided to Polyphase notices of conversion covering the number of shares of Polyphase Common Stock (i.e., the "Conversion Shares") indicated below: 1 4
NUMBER OF DATE CONVERSION SHARES October 16, 1997 87,432 October 20, 1997 91,168 October 31, 1997 72,072 November 17, 1997 58,608 November 20, 1997 59,925 December 1, 1997 190,478 December 22, 1997 152,381 ------- TOTAL 712,062 =======
The Conversion Shares represent the total number of shares of Common Stock issued upon conversion of 7,375 shares of Preferred Stock. After giving effect to such conversions, Black Sea continues to hold 125 shares of Preferred Stock. Assuming that the average daily closing bid prices of Polyphase Common Stock in compliance with the "Conversion Price" arrangement was $1, the conversion factor would be $0.75 which would calculate to be equivalent to 166,666 shares of Common Stock of Polyphase issuable to Black Sea upon conversion of the remaining 125 shares of Preferred Stock. Black Sea has the sole power to vote or direct the voting of and to dispose or direct disposition of the 125 shares of Preferred Stock which only have the voting rights specifically required by law under the Nevada General Corporation Law or as required by the rules and requirements of any exchange upon which any securities of Polyphase are listed. Assuming conversion of the remaining 125 shares of Preferred Stock into the assumed number of shares of Common Stock of 166,666 shares (or such greater or lesser number of shares as may be available at the time) and assuming exercise in full of the Warrant to purchase 500,000 shares of Common Stock of Polyphase by Black Sea, Black Sea alone will have the sole power to vote or direct the voting of and to dispose or direct disposition of all shares of Common Stock of Polyphase then owned by it. Since the filing of the Original Statement, Black Sea engaged in the following transactions in Polyphase Common Stock, all of which were sales of a number of shares of Polyphase Common Stock set forth in the table below: 2 5
NUMBER OF DATE OF CONVERSION SALE SALE SHARES SOLD PROCEEDS 10/09/97 10,000 $16,672 10/10/97 5,200 $ 8,343 10/13/97 4,000 $ 6,417 10/14/97 10,000 $14,797 10/15/97 35,000 $52,483 10/16/97 800 $ 1,181 10/17/97 15,000 $21,572 10/20/97 31,000 $49,063 10/21/97 23,500 $38,579 10/22/97 200 $ 318 10/23/97 3,500 $ 5,396 10/24/97 19,000 $26,929 10/27/97 36,000 $54,651 10/28/97 10,600 $15,020 10/29/97 16,000 $21,677 10/31/97 10,000 $16,047 11/03/97 2,400 $ 3,549 11/04/97 18,000 $24,387 11/10/97 14,000 $18,967 11/11/97 9,500 $11,682 11/13/97 4,000 $ 4,420 11/14/97 26,000 $28,819 11/17/97 38,000 $47,990 11/18/97 16,200 $19,926 11/20/97 7,000 $ 7,732 11/21/97 13,000 $14,362 11/24/97 28,000 $29,187 11/25/97 30,500 $31,793 11/26/97 73,100 $76,239 11/28/97 40,000 $41,696 12/01/97 10,000 $10,425 12/02/97 20,000 $22,097 01/05/98 1,000 $ 915 01/07/98 5,000 $ 3,650 ------- Total 585,500 =======
Also, December 9, 1997 and December 10, 1997, Black Sea purchased 9,819 shares and 10,000 shares, respectively, of Polyphase Common Stock in open market transactions at prices of $1.0825 per share and $1.14 per share, respectively (a total of $22,029). After giving effect to the sales described above and the two separate purchases, Black Sea holds 166,200 shares of Polyphase Common Stock. After giving effect to all transactions occurring in Polyphase Common Stock, Black Sea holds or has the right within 60 days to acquire shares of Common Stock of the Issuer through conversion of 125 shares of Preferred Stock and through exercise 3 6 of the Warrant, Black Sea (utilizing the assumed conversion factor described above) would be deemed to be the beneficial owner of an aggregate of 882,866 shares of Polyphase Common Stock which would comprise approximately 5.54% of the shares of Common Stock of Polyphase which would be outstanding (based upon the shares reported by the Issuer to be outstanding as of December 22, 1997), calculated as follows: ITEM NUMBER OF SHARES OF COMMON STOCK Shares owned and held 166,200 Assumed conversion of all 125 shares of 166,666 Preferred Stock Assumed exercise of Warrant 500,000 ------- TOTAL 832,666 ======= Except for the acquisitions and dispositions of securities by Black Sea described above, neither Black Sea nor, to the best of its knowledge, any of its executive officers, directors or associates has effected any transaction in securities of Polyphase during the past 60 calendar days. Except as set forth herein, neither Black Sea nor, to the best of its knowledge, any of its executive officers, directors or associates beneficially owns nor has the right to acquire, directly or indirectly, any securities of Polyphase and neither Black Sea nor, to the best of its knowledge, any of its executive officers or directors has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. (d)(e) not applicable. 4 7 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 1 to Statement on Schedule 13D is true, complete and correct. Dated: January 15, 1998 BLACK SEA INVESTMENTS, INC., a Turks and Caicos Corporation By: /s/ Bradford A. Phillips -------------------------- Bradford A. Phillips, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----