<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
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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)
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CENTRUM INDUSTRIES, INC. INDIVIDUAL STOCK OPTION AGREEMENTS WITH DIRECTORS,
EMPLOYEES, AND FORMER EMPLOYEES
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(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)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount of Shares Offering Price per Aggregate Offering Price Amount of
to be Registered to be Registered Share (2) (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.05 par value per share
(including options to
acquire such Common Stock) 1,875,557 (1) $2.00 $3,751,114 $1,136.70
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(cover page continued over)
<PAGE> 2
(1) This Registration Statement covers Individual Stock Option Agreements (the
"Agreements") for an aggregate amount of 1,875,557 shares of the Registrant's
Common Stock issuable upon exercise of stock options granted to the following
directors, employees and former employees of Centrum Industries, Inc. or a
consolidated subsidiary:
<TABLE>
<CAPTION>
HOLDER OF AGREEMENT(S) SHARES SUBJECT TO OPTION HOLDER OF AGREEMENT(S) SHARES SUBJECT TO OPTION
<S> <C> <C> <C>
Archer, George W. 19,500 Leyes, John L. 3,200
Ayling, John R. 15,000 Manning, Mervyn H. 15,000
Bevelhymer, Steven J. 3,200 Martucci, Richard J. 2,000
Callan, Peter J. 23,103 McFarland, Robert A. 20,900
Cusick, Walter A., Jr. 44,311 Montani, Anthony A. 273,769
Davis, William C. 130,000 O'Connell, Kevin J. 46,962
Egbert, William T. 20,000 Piecuch, Jack R. 19,500
Fulton, Robert J. 296,667 Redding, Albert C. 22,500
Giangrande, John T. 18,119 Richard, Clarence L. 3,200
Gray, Robert C. 48,000 Schroder, David R. 15,000
Hart, David L. 30,000 Schuette, Thomas L. 16,000
Hotopp, Dale E. 4,400 Seiple, Thomas E. 30,000
Hunter, Timothy M. 226,702 Shephard, Robert W. 46,962
Hussong, Anson E. 4,400 Wells, George H. 416,667
Klaffky, Richard C. 15,000 Wells, Jonathon S. 4,000
Knight, Donald D. 4,000 Williams, James D. 1,895
Kuzma, Andrzej M. 8,000 Yeager, Harold D. 3,200
Kuzma, Donald E. 20,000 Wray, Jean Davis A. 800
Lalich, Robert N. 3,600
Total 1,875,557
</TABLE>
(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, as amended (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 Anthony A. Montani (filed as
Exhibit 10.17 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).
4.9 Stock Option Agreement with Anthony A. Montani (filed as
Exhibit 10.18 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).
4.10 Stock Option Agreement with Timothy M. Hunter (filed as
Exhibit 10.19 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).
4.11 Stock Option Agreement with Timothy M. Hunter (filed as
Exhibit 10.20 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).
4.12 Model Board of Directors Stock Option Agreement (filed as
Exhibit 10.24 to the Company's Report on Form 10-Q for the quarter
ended December 31, 1996, file number 0-9607, and incorporated herein
by reference).
4.13 Model Board of Directors Stock Option Agreement (filed as
Exhibit 10.25 to the Company's Report on Form 10-Q for the quarter
ended December 31, 1996, file number 0-9607, and incorporated herein
by reference).
4.14 Stock Option Agreement with George H. Wells dated December 2,
1996 (filed as Exhibit 10.26 to the Company's Report on Form 10-Q
for the quarter ended December 31, 1996, file number 0-9607, and
incorporated herein by reference).
4.15 Stock Option Agreement with Timothy M. Hunter dated December
2, 1996 (filed as Exhibit 10.27 to the Company's Report on Form 10-Q
for the quarter ended December 31, 1996, file number 0-9607, and
incorporated herein by reference).
4.16 Stock Option Agreement with Anthony A. Montani dated December
2, 1996 (filed as Exhibit 10.28 to the Company's Report on Form 10-Q
for the quarter ended December 31, 1996, file number 0-9607, and
incorporated herein by reference).
4.17 Model Employee Stock Option Agreement for options granted in
July 1997 (filed as Exhibit 10.30 to the Company's Report on Form
10-Q for the quarter ended June 30, 1997, file number 0-9607, and
incorporated herein by reference).
4.18 Stock Option Agreement with Timothy M. Hunter dated July 21,
1997 (filed as Exhibit 10.31 to the Company's Report on Form 10-Q
for the quarter ended June 30, 1997, file number 0-9607, and
incorporated herein by reference).
4.19 Stock Option Agreement with Anthony A. Montani dated July 21,
1997 (filed as Exhibit 10.32 to the Company's Report on Form 10-Q
for the quarter ended June 30, 1997, file number 0-9607, and
incorporated herein by reference).
* 4.20 Stock Option Agreement with William C. Davis dated May 7, 1997,
memorializing options granted April 15, 1995.
* 4.21 Stock Option Agreement with George H. Wells dated May 7, 1997,
memorializing options granted January 10, 1993.
* 4.22 Stock Option Agreement with George H. Wells dated August 15, 1995.
* 4.23 Stock Option Agreement with Robert J. Fulton dated August 15, 1995.
* 4.24 Stock Option Agreement with Robert J. Fulton dated January 10, 1993.
* 4.25 Model Directors Stock Option Agreement for options dated
September 1, 1997.
2
<PAGE> 5
* 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.
3
<PAGE> 6
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>
/S/ GEORGE H. WELLS Chairman of the Board, Chief Executive August 26, 1997
- ------------------- Officer, President, and Director
George H. Wells (Principal Executive Officer)
/S/ WILLIAM C. DAVIS Vice President, Secretary, and August 26, 1997
- -------------------- Director
William C. Davis
/S/ TIMOTHY M. HUNTER Chief Financial Officer, Treasurer and August 26, 1997
- --------------------- Assistant Secretary (Principal Financial
Timothy M. Hunter 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>
4
<PAGE> 7
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, as amended (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 Anthony A. Montani (filed as
Exhibit 10.17 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).
4.9 Stock Option Agreement with Anthony A. Montani (filed as
Exhibit 10.18 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).
4.10 Stock Option Agreement with Timothy M. Hunter (filed as
Exhibit 10.19 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).
4.11 Stock Option Agreement with Timothy M. Hunter (filed as
Exhibit 10.20 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).
4.12 Model Board of Directors Stock Option Agreement (filed as
Exhibit 10.24 to the Company's Report on Form 10-Q for the quarter
ended December 31, 1996, file number 0-9607, and incorporated herein
by reference).
4.13 Model Board of Directors Stock Option Agreement (filed as
Exhibit 10.25 to the Company's Report on Form 10-Q for the quarter
ended December 31, 1996, file number 0-9607, and incorporated herein
by reference).
4.14 Stock Option Agreement with George H. Wells dated December 2,
1996 (filed as Exhibit 10.26 to the Company's Report on Form 10-Q
for the quarter ended December 31, 1996, file number 0-9607, and
incorporated herein by reference).
4.15 Stock Option Agreement with Timothy M. Hunter dated December
2, 1996 (filed as Exhibit 10.27 to the Company's Report on Form 10-Q
for the quarter ended December 31, 1996, file number 0-9607, and
incorporated herein by reference).
4.16 Stock Option Agreement with Anthony A. Montani dated December
2, 1996 (filed as Exhibit 10.28 to the Company's Report on Form 10-Q
for the quarter ended December 31, 1996, file number 0-9607, and
incorporated herein by reference).
4.17 Model Employee Stock Option Agreement for options granted in
July 1997 (filed as Exhibit 10.30 to the Company's Report on Form
10-Q for the quarter ended June 30, 1997, file number 0-9607, and
incorporated herein by reference).
4.18 Stock Option Agreement with Timothy M. Hunter dated July 21,
1997 (filed as Exhibit 10.31 to the Company's Report on Form 10-Q
for the quarter ended June 30, 1997, file number 0-9607, and
incorporated herein by reference).
4.19 Stock Option Agreement with Anthony A. Montani dated July 21,
1997 (filed as Exhibit 10.32 to the Company's Report on Form 10-Q
for the quarter ended June 30, 1997, file number 0-9607, and
incorporated herein by reference).
* 4.20 Stock Option Agreement with William C. Davis dated May 7, 1997,
memorializing options granted April 15, 1995.
* 4.21 Stock Option Agreement with George H. Wells dated May 7, 1997,
memorializing options granted January 10, 1993.
* 4.22 Stock Option Agreement with George H. Wells dated August 15, 1995.
* 4.23 Stock Option Agreement with Robert J. Fulton dated August 15, 1995.
* 4.24 Stock Option Agreement with Robert J. Fulton dated January 10, 1993.
5
<PAGE> 8
* 4.25 Model Directors Stock Option Agreement for options dated
September 1, 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
6
<PAGE> 1
EXHIBIT 4.20
STOCK OPTION AGREEMENT
THIS AGREEMENT, entered into this 7th day of May, 1997, to memorialize the
terms of an option granted on or about April 15, 1995, by and between Centrum
Industries, Inc. a Delaware corporation (the "Company") and William C. Davis an
individual ("Davis").
WHEREAS the Board of Directors of the company has determined that it is in the
best interest of the Company and its shareholders to grant the stock option
provided for herein to Davis as an inducement to Davis to remain in the employ
of the Company; and
NOW THEREFORE in consideration of the mutual covenants contained in this
agreement, the parties hereto agree as follows:
SECTION 1 - GRANT OF OPTION - The Company grants to Davis, an option to
purchase shares of common stock of the Company. The option shall be for
100,000 shares of common stock at a purchase price of $1.00 per share, payable
at the time the option is exercised.
SECTION 2 - The option granted under this agreement shall be exercisable as
provided above, upon written notice to the Company and the payment in cash to
the Company of the purchase price of the shares which the employee elects to
purchase.
SECTION 3 - TERMINATION OF EMPLOYMENT - In the event that Davis shall cease to
be employed by the Company or a subsidiary or serve as a Director of the
Company, for any reason other than death or disability, all of Davis' rights to
further exercise his options shall expire 90 days after his employment or
service as a Director terminates; provided however that no option shall be
exercisable after the date of the expiration. A leave of absence with the
express written consent of the Company shall not be considered termination of
employment for purposes of this Section.
SECTION 4 - DEATH OR DISABILITY OF EMPLOYEE. In the event of the death or
disability of Davis while employed by the Company, his right to purchase shares
may be exercised by him or in the case of the death of Davis, by his personal
representative or by any person or persons who shall have acquired the option
directly from Davis by will or by the laws of descent and distribution, at any
time within three months after the date of his death or disability; provided
that if Davis is disabled within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended, the reference to the three month
period shall be read as one year.
SECTION 5 - TERMINATION OF OPTION. The option and all rights granted by this
agreement, to the extent those rights have not been exercised will terminate
and become null and void ten years from the signing of this option agreement,
provided, however that the Board of Directors may extend the term of the option
at any time in its sole discretion.
<PAGE> 2
SECTION 6 - NON TRANSFERABILITY. The option shall not be transferable and the
option may be exercised, during the lifetime of Davis only by him. Except as
specifically provided in this agreement, the option may not be assigned,
transferred, pledged or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the option, and the levy of any execution, attachment, or
similar process upon the option in violation of this agreement, shall be null
and void and without effect.
SECTION 7 - BINDING EFFECT. This agreement shall be binding upon Davis and his
executors administrators, and representatives or assigns, and upon the Company
and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first set forth above.
CENTRUM INDUSTRIES, INC.
by /s/ George H. Wells
------------------------------
George H. Wells
Chief Executive Officer
and President
/s/ William C. Davis
------------------------------
William C. Davis
EMPLOYEE
<PAGE> 1
EXHIBIT 4.21
STOCK OPTION AGREEMENT
THIS AGREEMENT, entered into this 7th day of May, 1997, to memorialize the
terms of an option granted on or about January 10, 1993, by and between Centrum
Industries, Inc. a Delaware corporation (the "Company") and George H. Wells an
individual ("Wells").
WHEREAS the Board of Directors of the company has determined that it is in the
best interest of the Company and its shareholders to grant the stock option
provided for herein to Wells as an inducement to Wells to remain in the employ
of the Company; and
NOW THEREFORE in consideration of the mutual covenants contained in this
agreement, the parties hereto agree as follows:
SECTION 1 - GRANT OF OPTION - The Company grants to Wells, an option to
purchase shares of common stock of the Company. The option shall be for
166,667 shares of common stock at a purchase price of $0.75 per share, payable
at the time the option is exercised.
SECTION 2 - The option granted under this agreement shall be exercisable as
provided above, upon written notice to the Company and the payment in cash to
the Company of the purchase price of the shares which the employee elects to
purchase.
SECTION 3 - TERMINATION OF EMPLOYMENT - In the event that Wells shall cease to
be employed by the Company or a subsidiary or serve as a Director of the
Company, for any reason other than death or disability, all of Wells' rights to
further exercise his options shall expire 90 days after his employment or
service as a Director terminates; provided however that no option shall be
exercisable after the date of the expiration. A leave of absence with the
express written consent of the Company shall not be considered termination of
employment for purposes of this Section.
SECTION 4 - DEATH OR DISABILITY OF EMPLOYEE. In the event of the death or
disability of Wells while employed by the Company, his right to purchase shares
may be exercised by him or in the case of the death of Wells, by his personal
representative or by any person or persons who shall have acquired the option
directly from Wells by will or by the laws of descent and distribution, at any
time within three months after the date of his death or disability; provided
that if Wells is disabled within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended, the reference to the three month
period shall be read as one year.
SECTION 5 - TERMINATION OF OPTION. The option and all rights granted by this
agreement, to the extent those rights have not been exercised will terminate
and become null and void ten years from the signing of this option agreement,
provided, however that the Board of Directors may extend the term of the option
at any time in its sole discretion.
<PAGE> 2
SECTION 6 - NON TRANSFERABILITY. The option shall not be transferable and the
option may be exercised, during the lifetime of Wells only by him. Except as
specifically provided in this agreement, the option may not be assigned,
transferred, pledged or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the option, and the levy of any execution, attachment, or
similar process upon the option in violation of this agreement, shall be null
and void and without effect.
SECTION 7 - BINDING EFFECT. This agreement shall be binding upon Wells and his
executors administrators, and representatives or assigns, and upon the Company
and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first set forth above.
CENTRUM INDUSTRIES, INC.
by /s/ William C. Davis
---------------------------
William C. Davis
Secretary
/s/ George H. Wells
---------------------------
George H. Wells
EMPLOYEE
<PAGE> 1
EXHIBIT 4.22
STOCK OPTION AGREEMENT
THIS AGREEMENT, entered into this 15th day of August, 1995, by and between
Centrum Industries, Inc. a Delaware corporation (the "Company") and George H.
Wells an individual ("Wells").
WHEREAS the Board of Directors of the company has determined that it is in the
best interest of the Company and its shareholders to grant the stock option
provided for herein to Wells as an inducement to Wells to remain in the employ
of the Company; and
NOW THEREFORE in consideration of the mutual covenants contained in this
agreement, the parties hereto agree as follows:
SECTION 1 - GRANT OF OPTION - The Company grants to Wells, an option to
purchase shares of common stock of the Company. The option shall be for
150,000 shares of common stock at a purchase price of $1.00 per share, payable
at the time the option is exercised.
SECTION 2 - The option granted under this agreement shall be exercisable as
provided above, upon written notice to the Company and the payment in cash to
the Company of the purchase price of the shares which the employee elects to
purchase.
SECTION 3 - TERMINATION OF EMPLOYMENT - In the event that Wells shall cease to
be employed by the Company or a subsidiary or serve as a Director of the
Company, for any reason other than death or disability, all of Wells' rights to
further exercise his options shall expire 90 days after his employment or
service as a Director terminates; provided however that no option shall be
exercisable after the date of the expiration. A leave of absence with the
express written consent of the Company shall not be considered termination of
employment for purposes of this Section.
SECTION 4 - DEATH OR DISABILITY OF EMPLOYEE. In the event of the death or
disability of Wells while employed by the Company, his right to purchase shares
may be exercised by him or in the case of the death of Wells, by his personal
representative or by any person or persons who shall have acquired the option
directly from Wells by will or by the laws of descent and distribution, at any
time within three months after the date of his death or disability; provided
that if Wells is disabled within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended, the reference to the three month
period shall be read as one year.
SECTION 5 - TERMINATION OF OPTION. The option and all rights granted by this
agreement, to the extent those rights have not been exercised will terminate
and become null and void ten years from the signing of this option agreement,
provided, however that the Board of Directors may extend the term of the option
at any time in its sole discretion.
<PAGE> 2
SECTION 6 - NON TRANSFERABILITY. The option shall not be transferable and the
option may be exercised, during the lifetime of Wells only by him. Except as
specifically provided in this agreement, the option may not be assigned,
transferred, pledged or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the option, and the levy of any execution, attachment, or
similar process upon the option in violation of this agreement, shall be null
and void and without effect.
SECTION 7 - BINDING EFFECT. This agreement shall be binding upon Wells and his
executors administrators, and representatives or assigns, and upon the Company
and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first set forth above.
CENTRUM INDUSTRIES, INC.
by /s/ William C. Davis
-----------------------------
William C. Davis
Secretary
/s/ George H. Wells
-----------------------------
George H. Wells
EMPLOYEE
<PAGE> 1
EXHIBIT 4.23
STOCK OPTION AGREEMENT
THIS AGREEMENT, entered into this 15th day of August 1995, by and between
Centrum Industries, Inc. a Delaware corporation (the "Company") and Robert J.
Fulton an individual ("Fulton").
WHEREAS the Board of Directors of the company has determined that it is in the
best interest of the Company and its shareholders to grant the stock option
provided for herein to Fulton as an inducement to Fulton to remain in the
employ of the Company; and
NOW THEREFORE in consideration of the mutual covenants contained in this
agreement, the parties hereto agree as follows:
SECTION 1 - GRANT OF OPTION - The Company grants to Fulton, an option to
purchase shares of common stock of the Company. The option shall be for
100,000 shares of common stock at a purchase price of $1.00 per share, payable
at the time the option is exercised.
SECTION 2 - The option granted under this agreement shall be exercisable as
provided above, upon written notice to the Company and the payment in cash to
the Company of the purchase price of the shares which the employee elects to
purchase.
SECTION 3 - TERMINATION OF EMPLOYMENT - In the event that Fulton shall cease to
be employed by the Company or a subsidiary or serve as a Director of the
Company, for any reason other than death or disability, all of Fulton' rights
to further exercise his options shall expire 90 days after his employment or
service as a Director terminates; provided however that no option shall be
exercisable after the date of the expiration. A leave of absence with the
express written consent of the Company shall not be considered termination of
employment for purposes of this Section.
SECTION 4 - DEATH OR DISABILITY OF EMPLOYEE. In the event of the death or
disability of Fulton while employed by the Company, his right to purchase
shares may be exercised by him or in the case of the death of Fulton, by his
personal representative or by any person or persons who shall have acquired the
option directly from Fulton by will or by the laws of descent and distribution,
at any time within three months after the date of his death or disability;
provided that if Fulton is disabled within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended, the reference to the three month
period shall be read as one year.
SECTION 5 - TERMINATION OF OPTION. The option and all rights granted by this
agreement, to the extent those rights have not been exercised will terminate
and become null and void ten years from the signing of this option agreement,
provided, however that the Board of Directors may extend the term of the option
at any time in its sole discretion.
<PAGE> 2
SECTION 6 - NON TRANSFERABILITY. The option shall not be transferable and the
option may be exercised, during the lifetime of Fulton only by him. Except as
specifically provided in this agreement, the option may not be assigned,
transferred, pledged or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the option, and the levy of any execution, attachment, or
similar process upon the option in violation of this agreement, shall be null
and void and without effect.
SECTION 7 - BINDING EFFECT. This agreement shall be binding upon Fulton and
his executors administrators, and representatives or assigns, and upon the
Company and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first set forth above.
CENTRUM INDUSTRIES, INC.
by /s/ George H. Wells
---------------------------------
George H. Wells
Chief Executive Officer and
President
/s/ Robert J. Fulton
---------------------------------
Robert J. Fulton
EMPLOYEE
<PAGE> 1
EXHIBIT 4.24
STOCK OPTION AGREEMENT
THIS AGREEMENT, entered into this 10th day of January 1993, by and between
Centrum Industries, Inc. a Delaware corporation (the "Company") and Robert J.
Fulton an individual ("Fulton").
WHEREAS the Board of Directors of the Company has determined that it is in the
best interest of the Company and its shareholders to grant the stock option
provided for herein to Fulton as an inducement to Fulton to remain in the
employ of the Company; and
NOW THEREFORE in consideration of the mutual covenants contained in this
agreement, the parties hereto agree as follows:
SECTION 1 - GRANT OF OPTION - the Company grants to Fulton, an option to
purchase shares of common stock of the Company. The option shall be for
166,667 shares of common stock at a purchase price of $0.75 per share, payable
at the time the option is exercised.
SECTION 2 - The option granted under this agreement shall be exercisable as
provided above, upon written notice to the Company and the payment in cash to
the Company of the purchase price of the shares which the employee elects to
purchase.
SECTION 3 - TERMINATION OF EMPLOYMENT - In the event that Fulton shall cease to
be employed by the Company or a subsidiary or serve as a Director of the
Company, for any reason other than death or disability, all of Fulton' rights
to further exercise his options shall expire 90 days after his employment or
service as a Director terminates; provided however that no option shall be
exercisable after the date of the expiration. A leave of absence with the
express written consent of the Company shall not be considered termination of
employment for purposes of this Section.
SECTION 4 - DEATH OR DISABILITY OF EMPLOYEE. In the event of the death or
disability of Fulton while employed by the Company, his right to purchase
shares may be exercised by him or in the case of the death of Fulton, by his
personal representative or by any person or persons who shall have acquired the
option directly from Fulton by will or by the laws of descent and distribution,
at any time within three months after the date of his death or disability;
provided that if Fulton is disabled within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended, the reference to the three month
period shall be read as one year.
SECTION 5 - TERMINATION OF OPTION. The option and all rights granted by this
agreement, to the extent those rights have not been exercised will terminate
and become null and void ten years from the signing of this option agreement,
provided, however that the Board of Directors may extend the term of the option
at any time in its sole discretion.
<PAGE> 2
SECTION 6-NONTRANSFERABILITY. The option shall not be transferable and the
option may be exercised, during the lifetime of Fulton only by him. Except as
specifically provided in this agreement, the option may not be assigned,
transferred, pledged or hypothecated in any way, shall not be assignable by
operation of law, shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the option, and the levy of any execution, attachment, or similar
process upon the option in violation of this agreement, shall be null and void
and without effect.
SECTION 7-BINDING EFFECT. This agreement shall be binding upon Fulton and his
executors, administrators, and representatives or assigns, and upon the Company
and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first set forth above.
CENTRUM INDUSTRIES, INC.
by /s/ George H. Wells
-----------------------------
George H. Wells
Chief Executive Officer and
President
/s/ Robert J. Fulton
-----------------------------
Robert J. Fulton
EMPLOYEE
<PAGE> 1
EXHIBIT 4.25
CENTRUM INDUSTRIES, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of this 1st day of September, 1997, by and
between Centrum Industries, Inc., a Delaware corporation ("Centrum") and
_______________________________ ("Director").
NOW THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the parties hereto agree as follows:
SECTION 1 - GRANT OF OPTION. Centrum hereby grants to Director the
right and option to purchase from it, on the following terms and conditions,
all or any part of an aggregate of Fifteen Thousand (15,000) shares of
Centrum's common stock $.05 par value (the "Shares"). The purchase price for
all Shares shall be Two and 00/00 Dollars ($2.00) per share, exercisable and
payable as hereinafter provided. This price per share represents the fair
market value for these shares as of this date, as determined by Centrum's Board
of Directors.
SECTION 2 - EXERCISE OF OPTION; CHANGE OF CONTROL. The Director may
elect to exercise the option at any time. Notwithstanding the above, if
Centrum's officers or directors execute a letter of intent (binding or
non-binding) by which Centrum will become a party to a transaction which will
effect a "Change of Control" of Centrum, Director must exercise his/her options
within the thirty (30) day period following the date of notice to Director that
a letter of intent has been entered into, or else the option and all rights
granted by this Agreement, to the extent those rights have not been exercised,
will terminate and become null and void. No partial exercise of such option
may be for less than one (1) full Share. For purposes of this Agreement
"Change of Control" shall be effected if (i) Centrum merges with or into or
consolidates with another corporation following the requisite approval of the
shareholders of Centrum of such merger or consolidation and, after giving
effect to such merger or consolidation, less than fifty-one (51%) of the then
outstanding voting securities of the surviving or resulting corporation
represent or were issued in exchange for voting securities of Centrum
outstanding immediately prior to such merger or consolidation; (ii) there is a
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of Centrum
following the requisite approval of the shareholders of Centrum of such
transaction or series of transactions; or (iii) the requisite approval of the
shareholders of Centrum is obtained to approve any plan or proposal for the
liquidation or dissolution of Centrum. The option shall be exercisable only by
Director during his/her lifetime and only if Director was a director of Centrum
or a Centrum affiliate on the date three (3) months prior to the date of
exercise. If Director is disabled within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended (the "Code"), the reference to
the three (3) month period above shall be read as one (1) year.
<PAGE> 2
SECTION 3 - METHOD OF EXERCISE. The option granted under this
Agreement shall be exercisable as provided above, upon written notice to
Centrum and the payment in cash to Centrum of the full purchase price of the
Shares which the Director elects to purchase.
SECTION 4 - TERMINATION OF DIRECTORSHIP. In the event that a Director
shall cease to serve as a director of Centrum or a Centrum affiliate, whether
voluntarily or involuntarily, for any reason other than death or disability,
all of Director's rights to further exercise his/her option(s) shall expire
three (3) months after the date of termination of the directorship; provided,
however, that no option shall be exercisable after the expiration date set
forth in Section 6. A leave of absence with the express written consent of
Centrum shall not be considered termination of the directorship for purposes of
this Section 4.
SECTION 5 - DEATH OR DISABILITY OF DIRECTOR. In the event of the
death or disability of a Director while a director of Centrum or a Centrum
affiliate, his/her right to purchase Shares may be exercised (to the extent
that Director was entitled to do so at the date of his/her death or disability)
by him/her or, in the case of the death of Director, by his/her personal
representative or by any person or persons who shall have acquired the option
directly from Director by will or by the laws of descent and distribution, at
any time within three (3) months after the date of his/her death or disability;
provided that if Director is disabled as defined in Section 2 of this
Agreement, the three (3) month period referred to above shall be read as one
(1) year. Notwithstanding anything herein to the contrary, no option shall be
exercisable after the expiration of the term of the option set forth in Section
6.
SECTION 6 - TERMINATION OF OPTION. The option and all rights granted
by this Agreement, to the extent those rights have not been exercised will
terminate and become null and void at 5:00 p.m. on September 1, 2007.
SECTION 7 - SHARES AS INVESTMENT. By accepting this option, the
Director acknowledges that any and all Shares purchased pursuant to the
exercise of the option under this Agreement shall be acquired for investment
and not for distribution, and upon the delivery of any and all of the Shares
due to the exercise of the option granted hereunder, the Director shall deliver
to Centrum a representation in writing and in a form acceptable to Centrum that
such Shares are being acquired in good faith for investment and not for
distribution. This Section 7 shall not apply in the event that the Shares have
been registered pursuant to the Securities Act of 1933 and applicable state
securities laws.
SECTION 8 - RESTRICTIONS ON SHARES. It is contemplated that the Shares
issued pursuant to the exercise of the option granted in Section 1 shall be
registered under the federal securities laws and the securities law of any
applicable state. In the event that the Shares are not so registered and will,
therefore, be deemed restricted, certain restrictions will be applicable upon
the resale of such security. In such event, each Share will, upon issuance,
contain a restrictive legend in substantially the
2
<PAGE> 3
following form:
The common stock represented by this certificate has not
been registered under the Securities Act of 1933, as amended
or under the securities laws of any state. Each holder
desiring to transfer the common stock must furnish Centrum
with a written opinion reasonably satisfactory to Centrum in
the form and substance from counsel reasonably satisfactory
to Centrum by reason of experience to the effect that the
holder may transfer the common stock as desired without
registration under the Securities Act or the securities laws
of any state.
This Section 8 shall not apply in the event that the Shares have been
registered pursuant to the Securities Act of 1933 and applicable state
securities laws.
SECTION 9 - DILUTION OR OTHER AGREEMENT. In the event that additional
Shares are issued pursuant to a stock split or a stock dividend, the number of
Shares then covered by each outstanding option granted hereunder shall be
increased proportionately with no increase in the total purchase price of the
Shares then so covered. If the issued and outstanding Shares are reduced by a
reverse stock split or other combination of Shares, (other than by a
transaction described in Section 2 of this Agreement), the number of Shares
then covered by each outstanding option granted hereunder shall be reduced
proportionately with no reduction in the total price of the Shares then so
covered. In the event that Centrum should transfer assets to another
corporation and distribute the stock of such other corporation without the
surrender of Shares, and if such distribution is not taxable as a dividend and
no gain or loss is recognized by reason of Section 355 of the Code, or some
similar section, then the total purchase price of the Shares shall be reduced
by an amount which bears the same ratio to the total purchase price then in
effect as the market value of the stock distributed with respect to the Shares
immediately following the distribution, bears to the aggregate of the market
value of such time of a Share and the stock distributed in respect thereof. No
fractional shares shall be issued, and any fractional Shares resulting from the
computations pursuant to this Section 9, shall be eliminated from the option.
No adjustment shall be made for cash dividends or the issuance to stockholders
of rights to subscribe for additional Shares or other securities.
SECTION 10 - RIGHT OF SHAREHOLDER. The Director shall not have any
rights or privileges of a shareholder of Centrum in respect with the Shares
transferable upon exercise of the option granted under this Agreement, unless
and until certificates representing such Shares shall have been endorsed,
transferred, and delivered and the transferee has caused his/her name to be
entered as the shareholder of record on the books of Centrum.
SECTION 11 - NON-TRANSFERABILITY. The option shall not be
transferable and the option may be exercised, during the lifetime of the
Director only by him/her. Except as specifically provided in this Agreement,
the option may not be assigned,
3
<PAGE> 4
transferred, pledged or hypothecated in any way, shall not be assignable by
operation of law, including but not limited to a decree in a domestic relations
proceeding, and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the option, and the levy of any execution, attachment, or
similar process upon the option in violation of this Agreement, shall be null
and void and without effect.
SECTION 12 - AFFILIATE. As used herein, the term "affiliate" shall
mean any present or any future corporation which would be deemed an affiliate
of Centrum in Rule 12b-2 of the regulations promulgated pursuant to the
Securities Exchange Act of 1934.
SECTION 13 - NOTICES. Any notice to be given under the terms of this
Agreement shall be addressed to Centrum in care of its President at 6135 Trust
Drive, Suite 104A, Holland, Ohio 43528 with a copy to John W. Hilbert II, Esq.,
Fuller & Henry P.L.L., One SeaGate, 17th Floor, P. O. Box 2088, Toledo, Ohio
43603 and any notice to be given to Director shall be addressed to him/her at
the address set forth beneath his/her signature below, or at such other address
as either party may hereafter designate in writing to the other. Any such
notice shall be deemed duly given when mailed by prepaid regular, registered,
or certified mail.
SECTION 14 - BINDING EFFECT. This Agreement shall be binding upon
Director and his/her executors administrators, and representatives and assigns,
and upon Centrum and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above.
CENTRUM INDUSTRIES, INC.
By:________________________________________
George H. Wells, Chairman of the Board,
Chief Executive Officer, and President
"DIRECTOR"
___________________________________________
DIRECTOR'S ADDRESS FOR NOTICE PURPOSES:
___________________________________________
___________________________________________
<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 Agreements with
Directors, Employees and Former Employees
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 1,875,557
shares of the Company's Common Stock, $.05 par value (the "Shares"). The Shares
are issuable upon exercise of options granted pursuant to individual option
agreements with the individuals named in the Registration Statement
(collectively, the "Agreements"). 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. each of the Agreements; 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.
<PAGE> 2
Centrum Industries 2 September 2, 1997
We are opining herein as to the effect on the transactions contemplated
by the Agreements 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.
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
applicable 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
