<PAGE> 1
Registration No. __
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
Centrum Industries, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 34-1654011
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
6135 TRUST DRIVE, SUITE 104A
HOLLAND, OHIO 43528
(419) 868-3441
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(Address and telephone number of Registrant's Principal Executive Offices)
----------------------------------------------------
CENTRUM INDUSTRIES, INC. STOCK OPTION AGREEMENT WITH
GEORGE H. WELLS
----------------------------------------------------
(Full titles of the Plans)
Copies of all communications to:
TIMOTHY M. HUNTER REGINA M. JOSEPH, ESQUIRE
Chief Financial Officer Fuller & Henry P.L.L.
Centrum Industries, Inc. One SeaGate, Suite 1700
c/o McInnes Steel Company P.O. Box 2088
401 East Main Street Toledo, Ohio 43603
Corry, Pennsylvania 16407 (419) 247-2528
(814) 664-9664
- ----------------------------------------
(Name, address and telephone number of
agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Title of Securities Amount of Shares Proposed Maximum Proposed Maximum Amount of
to be Registered to be Registered Offering Price per Aggregate Offering Registration Fee
Share (2) Price (2)
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<S> <C> <C> <C> <C>
Common Stock,
$.05 par value per share
(including options to
acquire such Common Stock) 450,000 (1) $2.00 $900,000 $272.73
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</TABLE>
(cover page continued over)
<PAGE> 2
(1) This Registration Statement covers a Stock Option Agreement with George H.
Wells dated August 26, 1997 (the "Agreement") for an aggregate amount of
450,000 shares of the Registrant's Common Stock issuable upon exercise of such
stock option.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457 (h) under the Securities Act of 1933 (the "Securities
Act").
The Exhibit Index appears after the Signature Page of this Registration
Statement.
<PAGE> 3
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Centrum Industries, Inc., a Delaware
corporation (the "Company"), are incorporated as of their respective dates in
this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K filed with the Commission
pursuant to Section 13(a) or 15(d) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") for the fiscal year
ended March 31, 1997;
B. All other reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Exchange Act since March 31, 1997; and
C. Description of the Company's Common Stock contained in the Company's
Registration on Form 8-A/A filed with the Commission on August 29,
1997 (File No. 0-9607).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, are incorporated by reference in this Registration
Statement and are a part hereof from the date of filing 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 Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document 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 Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby will be passed upon
for the Company by Fuller & Henry P.L.L., One SeaGate, Suite 1700, Toledo, Ohio
43604. Attorneys who are associated with Fuller & Henry P.L.L. who have
provided advice with respect to this matter in the aggregate own 3,000 shares.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that a
corporation shall have the power, and in some cases is required, to indemnify
an agent, including an officer or director, who was or is a party or is
threatened to be made a party to any proceedings, against certain expenses,
judgments, fines, settlements and other amounts under certain circumstances.
Article 6, Section 6.1 of the Company's Bylaws provides for indemnification of
the Company's officers and directors to the fullest extent permitted by the
Delaware General Corporation Law, and the company maintains insurance covering
certain liabilities of the directors and officers of the company and its
subsidiaries.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE> 4
Item 8. Exhibits.
4.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the
Company's Report on Form 10-K for the fiscal years ended March 31,
1996, file number 0-9607, and incorporated herein by reference).
4.2 Bylaws (filed as Exhibit 3.2 to the Company's Report on Form 10-K for
the fiscal year ended March 31, 1996, file number 0-9607, and
incorporated herein by reference).
* 4.8 Stock Option Agreement with George H. Wells, dated August 26, 1997.
* 5.1 Opinion of Fuller & Henry P.L.L. regarding the legality of the Common
Stock being registered.
* 23.1 Consent of Independent Accountants.
23.2 Consent of Fuller & Henry P.L.L. (included in Exhibit 5.1).
24 Power of Attorney (included in the Signature Page of this Registration
Statement).
* Filed herewith
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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 this 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 the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference 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) 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 Commission such
indemnification is against public policy as expressed in the Securities Act 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 Securities Act and will be governed
by the final adjudication of such issue.
2
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Corry, Commonwealth of Pennsylvania, on this
26th day of August, 1997.
CENTRUM INDUSTRIES, INC.
By: /s/ GEORGE H. WELLS
-----------------------
George H. Wells
Chairman of the Board, Chief Executive
Officer and President
Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints GEORGE H. WELLS and TIMOTHY M. HUNTER, and
each of them, as the true and lawful attorneys-in-fact for the undersigned, in
any and all capacities, with full power of substitution, to sign any and all
amendments to this Registration Statement (including post-effective amendment),
and to file the same with exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact, and each
of them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or either of them, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman of the Board, Chief
Executive Officer, President, and Director
/S/ GEORGE H. WELLS (Principal Executive Officer) August 26, 1997
- ------------------------------
George H. Wells
/S/ WILLIAM C. DAVIS Vice President, Secretary, and August 26, 1997
- ------------------------------ Director
William C. Davis
/S/ TIMOTHY M. HUNTER Chief Financial Officer, Treasurer August 26, 1997
- ------------------------------ and Assistant Secretary (Principal
Timothy M. Hunter Financial and Accounting Officer)
/S/ ROBERT J. FULTON Director August 26, 1997
- ------------------------------
Robert J. Fulton
/S/ DAVID L. HART Director August 26, 1997
- ------------------------------
David L. Hart
/S/ RICHARD C. KLAFFKY Director August 26, 1997
- ------------------------------
Richard C. Klaffky
/S/ MERVYN H. MANNING Director August 26, 1997
- ------------------------------
Mervyn H. Manning
/S/ DAVID R. SCHRODER Director August 26, 1997
- ------------------------------
David R. Schroder
/S/ THOMAS E. SEIPLE Director August 26, 1997
- ------------------------------
Thomas E. Seiple
</TABLE>
3
<PAGE> 6
INDEX TO EXHIBITS
4.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the
Company's Report on Form 10-K for the fiscal years ended March 31,
1996, file number 0-9607, and incorporated herein by reference).
4.2 Bylaws (filed as Exhibit 3.2 to the Company's Report on Form 10-K for
the fiscal year ended March 31, 1996, file number 0-9607, and
incorporated herein by reference).
* 4.8 Stock Option Agreement with George H. Wells, dated August 26, 1997.
* 5.1 Opinion of Fuller & Henry P.L.L. regarding the legality of the Common
Stock being registered.
* 23.1 Consent of Independent Accountants.
23.2 Consent of Fuller & Henry P.L.L. (included in Exhibit 5.1).
24 Power of Attorney (included in the Signature Page of this Registration
Statement).
* Filed herewith
4
<PAGE> 1
EXHIBIT 4.8
CENTRUM INDUSTRIES, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated August 26, 1997, is made by and between CENTRUM
INDUSTRIES, INC., a Delaware corporation hereinafter referred to as the
"Company," and GEORGE H. WELLS, who is employed as the President and Chief
Executive Officer of the Company, hereinafter referred to as "Optionee".
WHEREAS, the Company wishes to afford the Optionee the opportunity to
purchase shares of its $.05 par value Common Stock (as defined hereunder); and
WHEREAS, the Compensation Committee of the Company's Board of Directors
(hereinafter referred to as the "Committee"), has determined that it would be
to the advantage and best interest of the Company and its stockholders to grant
the Option provided for herein to the Optionee as an inducement to remain in
the service of the Company and/or its Subsidiaries (as defined hereunder) and
as an incentive for increased efforts during such service, and has advised the
Company thereof and instructed the Company to issue said Option;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement, they shall have
the meaning specified below unless the context clearly indicates to the
contrary. The masculine pronoun shall include the feminine and neuter, and the
singular the plural, where the context so indicates.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Common Stock" shall mean the Company's common stock, $.05 par value.
<PAGE> 2
"Company" shall mean Centrum Industries, Inc. In addition, "Company"
shall mean any corporation assuming, or issuing a new stock option in
substitution for, the Option, in a transaction to which Section 424(a) of the
Code would apply if the Option were an "incentive stock option" within the
meaning of said section. For purposes of this definition, the word
"corporation" includes a limited liability company, partnership, or other form
of business entity (including any separately identifiable operating division or
business unit of the Company or of a Subsidiary), and the word "stock" includes
ownership interests in any such limited liability company, partnership, or
other form of business entity.
"Controlling Percentage" shall mean 50 percent or more of the Company's
issued and outstanding voting stock or any lesser percentage thereof (but not
less than 40 percent thereof) determined by the Committee to control a
sufficient number of votes to effectively control the election of two or more
members of the Board.
"Employment Agreement" shall mean the Amended and Restated Employment
Agreement dated November 18, 1996, effective as of September 1, 1996, as from
time to time amended, between the Company and the Optionee.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" of a share of the Company's stock as of a given date
shall be: (i) the closing price of a share of the Company's stock on the
principal exchange on which shares of the Company's stock are then trading, if
any, on the day previous to such date, or, if shares were not traded on the day
previous to such date, then on the next preceding trading day during which a
sale occurred; or (ii) if such stock is not traded on an exchange but is quoted
on NASDAQ or a successor quotation system, (1) the last sales price (if the
stock is then listed as a National Market Issue under the NASD National Market
System) or (2) the mean between the closing representative bid and asked prices
(in all other cases) for the stock on the day previous to such date as reported
by NASDAQ or such successor quotation system; or (iii) if such stock is not
publicly traded on an exchange and not quoted on NASDAQ or a successor
quotation system, the mean between the closing bid and asked prices for the
stock, on the day previous to such date, as determined in good faith by the
Committee; or (iv) if the Company's stock is not publicly traded, the fair
market value established by the Committee acting in good faith.
"Option" shall mean the option to purchase Common Stock of the Company
under this Agreement.
"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, as
such rule may be amended in the future.
"Secretary" shall mean the Assistant Secretary of the Company designated
by the Board or the Committee to perform the duties of the Secretary of the
Company under this Agreement.
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<PAGE> 3
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. For purposes of this definition, the word
"corporation" includes a limited liability company, partnership, or other form
of business entity (including any separately identifiable operating division or
business unit of the Company or of a Subsidiary), and the word "stock" includes
ownership interests in any such limited liability company, partnership, or
other form of business entity.
"Termination of Employment" shall mean the time when the employee-employer
relationship between the Optionee and the Company or a Subsidiary is terminated
for any reason, with or without cause, including, but not by way of limitation,
a termination by resignation, discharge, death, total disability or retirement,
but excluding (i) any termination where there is a simultaneous reemployment by
the Company or a Subsidiary or (ii) any termination where the Optionee
continues a relationship (e.g., as a director or officer or as a consultant)
with the Company or a Subsidiary. The Committee, subject to the provisions of
the Employment Agreement but otherwise in its absolute discretion, shall
determine the effect of all other matters and questions relating to Termination
of Employment, including, but not by way of limitation, the question of whether
a Termination of Employment resulted from a discharge for cause, and all
questions of whether particular leaves of absence constitute Terminations of
Employment.
"Transferee" shall mean any person or entity to whom or to which the
Optionee has transferred all or any part of the Option in accordance with
Section 5.2.
ARTICLE II
GRANT OF OPTION
SECTION 2.1 - GRANT OF OPTION. In consideration of the Optionee's
agreement to remain in the employ of the Company or one or more of its
Subsidiaries and for other good and valuable consideration, on the date hereof
the Company irrevocably grants to the Optionee the option to purchase any part
or all of an aggregate of 450,000 shares of Common Stock upon the terms and
conditions set forth in this Agreement.
SECTION 2.2 - PURCHASE PRICE. The purchase price of the shares of stock
covered by the Option shall be $2.00 per share without commission or other
charge, which is the Fair Market Value of the Common Stock on the date hereof.
SECTION 2.3 - CONSIDERATION TO COMPANY. In consideration of the granting
of this Option by the Company, the Optionee agrees to render faithful and
efficient services to the
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<PAGE> 4
Company or a Subsidiary, with such duties and responsibilities of an executive
nature as the Company shall from time to time prescribe, for a period of at
least one year from the date this Option is granted. Nothing in this Agreement
shall confer upon the Optionee any right to continue in the employ of the
Company or any Subsidiary or shall interfere with or restrict in any way the
rights of the Company and any Subsidiary under the Employment Agreement.
SECTION 2.4 - ADJUSTMENTS IN OPTION. In the event that the outstanding
shares of Common Stock subject to the Option are changed into or exchanged for
a different number or kind of shares of the Company or other securities of the
Company by reason of merger, consolidation, recapitalization, reclassification,
or the number of shares is increased or decreased by reason of a stock split
up, stock dividend, combination of shares or any other increase or decrease in
the number of such shares of Common Stock effected without receipt of
consideration by the Company (provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration") the Committee shall make
appropriate adjustments in the number and kind of shares as to which the
Option, or portions thereof then unexercised, shall be exercisable, to the end
that after such event the Optionee's proportionate interest shall be maintained
as before the occurrence of such event. Such adjustment in the Option shall be
made without change in the total price applicable to the unexercised portion of
the Option (except for any change in the aggregate price resulting from
rounding-off of share quantities or prices) and with any necessary
corresponding adjustment in the Option price per share. Any such adjustment
made by the Committee shall be final and binding upon the Optionee, the Company
and all other interested persons.
ARTICLE III
PERIOD OF EXERCISABILITY
SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY. (a) Except as provided in
Section 3.4, no Option may be exercised in whole or in part before it has
become vested in accordance with Section 3.1(b).
(b) The Option shall become vested at the end of the Company's fiscal
years in which the Company's (and its Subsidiaries') sales and earnings before
interest and taxes (EBIT) have reached the levels shown below under the
headings "Sales" and "EBIT", respectively, as to the number of shares of Common
Stock subject to the Option shown below under "Vested portion".
<TABLE>
<CAPTION>
VESTED
SALES EBIT PORTION
------------ ------------- --------------
<S> <C> <C>
$100 million $6 million 150,000 shares
$135 million $8.75 million 300,000 shares
$170 million $12 million 450,000 shares
</TABLE>
For purposes hereof, sales and EBIT will be determined for the Company and its
Subsidiaries on a consolidated basis (regardless of whether such consolidated
basis is followed for any other
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<PAGE> 5
purpose) as disclosed in the audited, year-end financial statements of the
Company and its Subsidiaries. To attain any vested portion listed above, both
the related sales level and the related EBIT level must have been attained or
exceeded in the same fiscal year.
(c) The vested portion of the Option shall become exercisable in two
equal installments, one of which will be exercisable commencing on the first
day of the Company's fiscal year immediately following the year in which such
portion became vested and the other of which will be exercisable commencing on
the first day of the following fiscal year.
(d) Except as provided in Section 3.4, no portion of the Option which is
unexercisable at Termination of Employment shall thereafter become exercisable.
SECTION 3.2 - DURATION OF EXERCISABILITY. Once the Option or any part
thereof becomes exercisable pursuant to Section 3.l it shall remain exercisable
until it becomes unexercisable under Section 3.3. Once the vesting
requirements of Section 3.1(b) have been met, any subsequent decline in either
the sales or EBIT of the Company (and its Subsidiaries) shall have no effect on
the vested status of the Option or its exercisability.
SECTION 3.3 - EXPIRATION OF OPTION. The Option may not be exercised to
any extent by anyone after the first to occur of the following events:
(a) The expiration of ten years and one day from the date the
Option was granted; or
(b) The expiration of one year from the date of the Optionee's
Termination of Employment by reason of his death, disability, retirement,
or any other reason other than a discharge for cause (as hereinafter
defined); or
(c) The date of the Optionee's Termination of Employment by reason
of a discharge for cause, which, for purposes hereof, refers only to a
discharge for cause as defined in the Employment Agreement or, in the
absence of such a definition, to a discharge on account of the Optionee's
commission of an act of theft, dishonesty, embezzlement, or
misappropriation of funds, or his conviction of or plea of no contest to
a crime involving moral turpitude; the Optionee's act or failure to act
in the course of his duties for the Company, which act or failure to act
constitutes willful or wanton misconduct or gross negligence; and/or the
Optionee's breach of any of his duties to the Company which breach
results in significant harm to the Company; or
(d) The expiration of such period as shall be determined by the
Committee in the event the Optionee's right to exercise his Options is
extended by the Committee, unless the Optionee dies within such period;
or
(e) The effective date of either the merger or consolidation of the
Company with or into another corporation, or the acquisition by another
corporation or person (excluding any employee benefit plan of the Company
or any trustee or other fiduciary
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<PAGE> 6
holding securities under an employee benefit plan of the Company) of
all or substantially all of the Company's assets or of a Controlling
Percentage of the Company's then outstanding voting stock, or the
liquidation or dissolution of the Company, unless the Committee waives
this provision in connection with such transaction. At least ten days
prior to the effective date of such merger, consolidation, acquisition,
liquidation or dissolution, the Committee shall give the Optionee notice
of such event if the Option has then neither been fully exercised nor
become unexercisable under this Section 3.3.
SECTION 3.4 - ACCELERATION OF EXERCISABILITY. (a) In the event of a
Termination of Employment resulting from the Optionee's normal retirement or
total disability (each as determined by the Committee in accordance with
Company policies), early retirement with the consent of the Committee or death,
the Option, to the extent vested under Section 3.1(b), shall be exercisable as
to all such vested shares covered hereby, notwithstanding that this Option may
not have become fully exercisable under Section 3.1(c). The Committee, in the
event of such a Termination of Employment, may also accelerate the vesting and
exercisability of all or any portion of the Option that has not become vested
under Section 3.1(b) to the extent the Committee, in its absolute discretion,
determines that it would be appropriate to do so based on the circumstances of
such Termination of Employment and the extent to which the Company's (and its
Subsidiaries') sales and EBIT have progressed towards achieving the objectives
set forth in Section 3.1(b).
(b) In the event of the merger or consolidation of the Company with or
into another corporation, or the acquisition by another corporation or person
(excluding any employee benefit plan of the Company or any trustee or other
fiduciary holding securities under an employee benefit plan of the Company) of
all or substantially all of the Company's assets or of a Controlling Percentage
of the Company's then outstanding voting stock, or the liquidation or
dissolution of the Company, the Committee shall then provide by resolution,
adopted prior to such event and incorporated in the notice referred to in
Section 3.3(e), that at some time prior to the effective date of such event
this Option shall be exercisable as to all the shares covered hereby,
notwithstanding that this Option may not yet have become either vested or fully
exercisable under Section 3.1; provided, however, that this acceleration of
vesting and exercisability shall not take place if:
(i) This Option becomes unexercisable under Section 3.3 prior
to said effective date; or
(ii) In connection with such an event, provision is made for
an assumption of this Option or a substitution therefor of a new
option by an employer corporation or a parent or subsidiary of
such corporation.
The Committee may make such determinations and adopt such rules and conditions
as it, in its absolute discretion, deems appropriate in connection with such
acceleration of exercisability, including, but not by way of limitation,
provisions to ensure that any such acceleration and resulting exercise shall be
conditioned upon the consummation of the contemplated corporate
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<PAGE> 7
transaction.
ARTICLE IV
EXERCISE OF OPTION
SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE. During the lifetime of the
Optionee, only he or his Transferee, if any, may exercise the Option or any
portion thereof. After the death of the Optionee, any exercisable portion of
the Option may, prior to the time when such portion becomes unexercisable under
Section 3.3, be exercised by his Transferee, if any, or by his personal
representative or any other person empowered to do so under the Optionee's will
or under the then applicable laws of descent and distribution. All of the
terms and conditions of this Option in the hands of the Optionee during his
lifetime shall be and remain fully applicable and binding on his Transferee, if
any, and on any other person who may become eligible to exercise this Option.
SECTION 4.2 - PARTIAL EXERCISE. Any exercisable portion of the Option or
the entire Option, if then wholly exercisable, may be exercised in whole or in
part at any time prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.3; provided, however, that each partial exercise
shall be for not less than one hundred (100) shares and shall be for whole
shares only.
SECTION 4.3 - MANNER OF EXERCISE. The Option, or any exercisable portion
thereof, may be exercised solely by delivery to the Secretary or his office of
all of the following prior to the time when the Option or such portion becomes
unexercisable under Section 3.3:
(a) Notice in writing signed by the Optionee or the other
person then entitled to exercise the Option or portion, stating
that the Option or portion is thereby exercised, such notice
complying with all applicable rules established by the Committee;
and
(b) (i) Full payment (in cash or by check) for the shares
with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A)
shares of the Company's Common Stock owned by the
Optionee duly endorsed for transfer to the Company, or
(B) subject to the timing requirements of Section 4.4,
shares of the Company's Common Stock issuable to the
Optionee upon exercise of the Option, with
a Fair Market Value on the date of option exercise
equal to the aggregate purchase price of the shares
with respect to which such Option or portion is
exercised; or
(iii) With the consent of the Committee, a full
recourse
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<PAGE> 8
promissory note bearing interest (at least
such rate as shall then preclude the imputation of
interest under the Code or successor provision) and
payable upon such terms as may be prescribed by the
Committee. The Committee may also prescribe the form
of such note and the security to be given for such
note. The Option may not be exercised, however, by
delivery of a promissory note or by a loan from the
Company when or where such loan or other extension of
credit is prohibited by law; or;
(iv) With the consent of the Committee, any
combination of the consideration provided in the
foregoing subparagraphs (i), (ii) and (iii); and
(c) A bona fide written representation and agreement, in a
form satisfactory to the Committee, signed by the Optionee or
other person then entitled to exercise such Option or portion,
stating that the shares of stock are being acquired for his own
account, for investment and without any present intention of
distributing or reselling said shares or any of them except as may
be permitted under the Securities Act and the then applicable
rules and regulations thereunder, and that the Optionee or other
person then entitled to exercise such Option or portion will
indemnify the Company against and hold it free and harmless from
any loss, damage, expense or liability resulting to the Company if
any sale or distribution of the shares by such person is contrary
to the representation and agreement referred to above. The
Committee may, in its absolute discretion, take whatever
additional actions it deems appropriate to insure the observance
and performance of such representation and agreement and to effect
compliance with the Securities Act and any other federal or state
securities laws or regulations. Without limiting the generality
of the foregoing, the Committee may require an opinion of counsel
acceptable to it to the effect that any subsequent transfer of
shares acquired on an Option exercise does not violate the
Securities Act, and may issue stop-transfer orders covering such
shares. Share certificates evidencing stock issued on exercise of
this Option shall bear an appropriate legend referring to the
provisions of this subsection (c) and the agreements herein. The
written representation and agreement referred to in the first
sentence of this subsection (c) shall, however, not be required if
the shares to be issued pursuant to such exercise have been
registered under the Securities Act, and such registration is then
effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation)
of all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option; with the consent of
the Committee, (i) shares of the Company's Common Stock owned by the
Optionee duly endorsed for transfer, or, (ii) subject to the timing
requirements of Section 4.4, shares of the Company's Common Stock
issuable to the Optionee upon exercise of the
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<PAGE> 9
Option, valued at Fair Market Value as of the date of Option exercise, may
be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised
pursuant to Section 4.l by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons
to exercise the Option.
SECTION 4.4 - CERTAIN TIMING REQUIREMENTS. Shares of the Company's Common
Stock issuable to the Optionee upon exercise of the Option may be used to pay
all or part of the Option price and/or to satisfy the tax withholding
consequences of such exercise only (i) during the period beginning on the third
business day following the date of release of the quarterly or annual summary
statement of sales and earnings of the Company and ending on the twelfth
business day following such date or (ii) pursuant to an irrevocable written
election by the Optionee to use shares of the Company's Common Stock issuable
to the Optionee upon exercise of the Option to pay all or part of the Option
price and/or to satisfy the withholding taxes (subject to the approval of the
Committee) made at least six months prior to the payment of such Option price
and/or such withholding taxes.
SECTION 4.5 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES. The shares of
stock deliverable upon the exercise of the Option, or any portion thereof, may
be either previously authorized but unissued shares or issued shares which have
been reacquired by the Company. Such shares shall be fully paid and
nonassessable. The Company shall not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise of
the Option or portion thereof prior to fulfillment of all of the following
conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and
(b) The completion of any registration or other
qualification of such shares under any state or federal law or
under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which the
Committee shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance from
any state or federal governmental agency which the Committee
shall, in its absolute discretion, determine to be necessary or
advisable; and
(d) The payment to the Company (or other employer corporation) of
all amounts, if any, which, under federal, state or local tax law, it
is required to withhold upon exercise of the Option; and
(e) The lapse of such reasonable period of time following
the exercise of the Option as is administratively necessary for
the issuance of such certificate or certificates.
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<PAGE> 10
SECTION 4.6 - RIGHTS AS STOCKHOLDER. The holder of the Option shall not
be, nor have any of the rights or privileges of, a stockholder of the Company
in respect to any shares purchasable upon the exercise of any part of the
Option unless and until certificates representing such shares shall have been
issued by the Company to such holder.
ARTICLE V
OTHER PROVISIONS
SECTION 5.1 - ADMINISTRATION. The Committee shall have the power to
administer this Agreement and all other documents relating to the Option and to
adopt such reasonable and appropriate procedures therefor as are consistent
herewith. All actions taken and all interpretations and determinations made by
good faith mutual agreement of the Committee and the Optionee shall be final
and binding upon them and upon the Company and all other interested persons.
No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to this
Agreement or the Option and all members of the Committee shall be fully
protected by the Company in respect to any such action, determination or
interpretation. The Board shall have no right to exercise any of the rights or
duties of the Committee under this Agreement.
SECTION 5.2 - LIMITS ON TRANSFER OF SHARES AND OPTION. (a) Unless
otherwise approved in writing by the Committee, no shares acquired upon
exercise of this Option by the Optionee while an officer of the Company (within
the meaning, at any time, of Rule 16a-1(f) under the Exchange Act) may be sold,
assigned, pledged, encumbered or otherwise transferred until at least six
months have elapsed from (but excluding) the date that such Option was granted.
(b) Neither the Option nor any interest or right therein or part thereof
shall be liable for the debts, contracts or engagements of the Optionee or his
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 5.2
shall not prevent:
(i) any transfer by gift, without the receipt of any
consideration, of the Option or any part thereof by the Optionee,
in writing and with written notice thereof to the Committee, (1) to
the Optionee's spouse; (2) to any child or more remote lineal descendant
of the Optionee or to the spouse of any such child or more remote lineal
descendant; or (3) to any trust, custodianship, or other similar fiduciary
relationship maintained for the benefit of any one or more of such
persons; or
(ii) any transfer by will or by the applicable laws of
descent and
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<PAGE> 11
distribution.
However, any part of the Option which is in fact so transferred will not be
covered by the Company's registration on Form S-8 with the Securities and
Exchange Commission, as its rules and regulations are in effect on the date
hereof; this sentence shall be deemed amended upon any corresponding amendment
or interpretation of the Securities and Exchange Commission to or of its rules
and regulations which permits an Option so transferred to be registered on a
Form S-8. If the Optionee shall attempt to assign, transfer, encumber or
charge the Option or any such right or interest therein in contravention of the
foregoing, or should the same be subjected to attachment, execution,
garnishment, sequestration or other legal, equitable or other process, it shall
thereupon be forfeited by the Optionee and pass to such one or more persons as
may be designated by the Committee from among the Optionee and any person or
entity to whom or to which the Option may be transferred under Section
5.2(b)(i), above.
SECTION 5.3 - SHARES TO BE RESERVED. The Company shall at all times
during the term of the Option reserve and keep available such number of shares
of Common Stock as will be sufficient to satisfy the requirements of this
Agreement.
SECTION 5.4 - NOTICES. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of the
Secretary, and any notice to be given to the Optionee shall be addressed to him
at the address shown as his residence in the records of the Company. By a
notice given pursuant to this Section 5.4, either party may hereafter designate
a different address for notices to be given to it or him. Any notice which is
required to be given to the Optionee shall, if the Optionee is then deceased,
be given to the Optionee's personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 5.4. Any notice shall be deemed duly given when enclosed in
a properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by
the United States Postal Service.
SECTION 5.5 - TITLES. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.
SECTION 5.6 - RULE 16B-3. The Company shall take such actions with
respect to this Agreement and the Option as may be necessary to satisfy the
requirements of Rule 16b-3.
SECTION 5.7 - CONFORMITY TO SECURITIES LAWS. This Agreement is
intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, including
without limitation Rule 16b-3. Notwithstanding anything herein to the
contrary, this Agreement shall be administered, and the Option shall be granted
and may be exercised, only in such a manner as to conform to such laws, rules
and regulations. To the extent permitted by applicable law, this Agreement and
the Option granted hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.
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<PAGE> 12
SECTION 5.8 - AMENDMENT. This Agreement may be amended only by a writing
executed by the parties hereto which specifically states that it is amending
this Agreement.
SECTION 5.9 - GOVERNING LAW. The laws of the State of Ohio and, to the
extent applicable, the General Corporation Law of the State of Delaware, shall
govern the interpretation, validity, administration, enforcement and
performance of the terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.
CENTRUM INDUSTRIES, INC.
By /s/ Timothy M. Hunter
----------------------------
/s/ George H. Wells
- -----------------------------
George H. Wells, Optionee
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<PAGE> 1
EXHIBIT 5.1
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
[LETTERHEAD OF FULLER & HENRY P.L.L.]
September 2, 1997
Centrum Industries, Inc.
6135 Trust Drive, Suite 104A
Holland, Ohio 43528
Re: Registration Statement on Form S-8:
Individual Stock Option Agreement with
George H. Wells
Ladies and Gentlemen:
We have acted as special counsel to Centrum Industries, Inc.
(the "Company") in connection with the registration with the Securities and
Exchange Commission of Form S-8 (the "Registration Statement") relating to
450,000 shares of the Company's Common Stock, $.05 par value (the "Shares").
The Shares are issuable upon exercise of options granted pursuant to an
individual option agreement with George H. Wells dated August 26, 1997 (the
"Agreement"). For purposes of this opinion letter, our examination has been
limited to a review of originals (or copies identified to our satisfaction as
true copies of originals) of the following documents:
1. the Certificate of Incorporation, as amended, of the Company
certified as of a recent date by the Secretary of State of
Delaware, and a certificate of such Secretary as of a recent date
as to the good standing of the Company in the State of Delaware;
2. the Bylaws, as amended, of the Company, certified by the Secretary
of the Company;
3. the corporate records of the Company relating to the approval of
the options granted pursuant to the Agreements;
4. the Agreement; and
5. the Registration Statement.
In rendering the opinion set forth below, we have assumed
without any investigation (1) the legal capacity of each natural person
executing an Agreement and (2) the genuineness of each signature, the
completeness of each document submitted to us as an original and the conformity
with the original of each document submitted to us as a copy.
We are opining herein as to the effect on the transactions
contemplated by the Agreement of the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of any other laws.
<PAGE> 2
Centrum Industries, Inc. 2 September 2, 1997
Based on and subject to the foregoing, it is our opinion that
the Shares have been duly authorized and, when issued and delivered against
receipt of the consideration therefore in accordance with the terms and
conditions of the Agreement, will be validly issued, fully paid and
nonassessable.
This opinion is limited to matters set forth herein and no
opinion is intended or may be inferred beyond those expressly stated herein.
We consent to the use of this opinion in the Registration
Statement and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/S/ FULLER & HENRY P.L.L.
FULLER & HENRY P.L.L.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 23, 1997, except as to Note 16,
which is as of June 4, 1997, appearing on page 20 of Centrum Industries, Inc.
Annual Report on Form 10-K for the year ended March 31, 1997. We also consent
to the incorporation by reference of our report dated August 5, 1997 relating
to the financial statements of Taylor Forge International, Inc. appearing on
page 3 of Form 8-K/A of Centrum Industries, Inc. dated August 18, 1997.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Toledo, OH
August 29, 1997
