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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
- ------------------------------ ---------------------------------
(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
AND 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)
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Securities Amount of Shares Offering Price per Aggregate Offering Amount of
to be Registered to be Registered Share (2) Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.05 par value per share
(including options to
acquire such Common Stock) 434,100 (1) $2.00 $868,200 $263.09
</TABLE>
(1) This Registration Statement covers Individual Stock Option Agreements (the
"Agreements") for an aggregate amount of 434,100 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>
Boe, Daryl K. 5,000 Knight, Donald D. 1,440
Callan, Peter J. 15,000 Lalich, Robert N. 1,050
Crotty, Christine A. 5,000 Leyes, John L. 1,050
Cusick, Walter A., Jr. 40,800 Manning, Mervyn H. 10,000
Davis, William C. 10,000 Martucci, Richard J. 7,500
Davis, Wray Jean A. 1,440 McCurley, William J. 7,500
DiSieno, Thomas 40,000 Montani, Anthony A. 58,970
Egbert, William T. 6,100 O'Brien, Shawn P. 5,000
Fulton, Robert J. 10,000 O'Connell, Kevin J. 43,000
Gray, Robert C. 11,500 Richard, Clarence L. 1,050
Hart, David L. 10,000 Schroder, David R. 10,000
Hotopp, Dale E. 1,440 Seiple, Thomas E. 10,000
Hunter, Timothy M. 52,930 Shephard, Robert W. 46,900
Hussong, Anson E. 1,440 Wells, Jonathon S. 1,440
Janicke, Paul E. 7,500 Yeager, Harold D. 1,050
Klaffky, Richard C. 10,000
Total 434,100
</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> 2
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, 1998;
B. All other reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Exchange Act since March 31, 1998; 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> 3
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).
* 4.3 Model Employee Stock Option Agreement (Noncompetition Form) for
options granted in June 1998.
* 4.4 Model Employee Stock Option Agreement for options granted in
June 1998.
* 4.25 Model Directors Stock Option Agreement for options granted in
June 1998.
* 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
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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
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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 State College, Commonwealth of Pennsylvania, on this
10th day of June, 1998.
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
/S/ GEORGE H. WELLS Officer, President, and Director June 10, 1998
- --------------------------- (Principal Executive Officer)
George H. Wells
Chief Financial Officer, Treasurer and
/S/ TIMOTHY M. HUNTER Secretary (Principal Financial June 10, 1998
- --------------------------- and Accounting Officer)
Timothy M. Hunter
/S/ WILLIAM C. DAVIS Director June 10, 1998
- ---------------------------
William C. Davis
/S/ ROBERT J. FULTON Director June 10, 1998
- ---------------------------
Robert J. Fulton
/S/ DAVID L. HART Director June 10, 1998
- ---------------------------
David L. Hart
/S/ RICHARD C. KLAFFKY Director June 10, 1998
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Richard C. Klaffky
/S/ MERVYN H. MANNING Director June 10, 1998
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Mervyn H. Manning
/S/ DAVID R. SCHRODER Director June 10, 1998
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David R. Schroder
/S/ THOMAS E. SEIPLE Director June 10, 1998
- ---------------------------
Thomas E. Seiple
</TABLE>
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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).
* 4.3 Model Employee Stock Option Agreement (Noncompetition Form) for
options granted in June 1998.
* 4.4 Model Employee Stock Option Agreement for options granted in
June 1998.
* 4.25 Model Directors Stock Option Agreement for options granted in
June 1998.
* 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
5
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EXHIBIT 4.3
CENTRUM INDUSTRIES, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 10th day of June,1998, by and between
Centrum Industries, Inc., a Delaware corporation ("Centrum") and ______________
("Employee").
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 Employee the
right and option to purchase from it, on the following terms and conditions, all
or any part of an aggregate of _____________________________________ (_______)
shares of Centrum's common stock $.05 par value (the "Shares"). The purchase
price for all Shares shall be Two and 00/100 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 Employee 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, Employee must exercise his/her options
within the thirty (30) day period following the date of notice to Employee 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 Employee during his/her lifetime and only if Employee was an
employee of Centrum or a Centrum affiliate on the date three (3) months prior to
the date of exercise. If Employee 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
Employee elects to purchase.
SECTION 4 - TERMINATION OF EMPLOYMENT. In the event that an Employee
shall cease to be employed by Centrum or a Centrum affiliate, whether
voluntarily or involuntarily, for any reason other than death or disability, all
of Employee's rights to further exercise his/her option(s) shall expire three
(3) months after the date of termination of employment; 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 employment for purposes of this Section 4.
SECTION 5 - DEATH OR DISABILITY OF EMPLOYEE. In the event of the death
or disability of an Employee while employed by Centrum or a Centrum affiliate,
his/her right to purchase Shares may be exercised (to the extent that Employee
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 Employee, by his/her personal representative or by
any person or persons who shall have acquired the option directly from Employee
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 an
Employee 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 June 10, 2008.
SECTION 7 - SHARES AS INVESTMENT. By accepting this option, the
Employee 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 Employee 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. Initially, the Shares issued
pursuant to the exercise of the option granted in Section 1 may not be
registered under federal securities laws or the securities of any state and may,
therefore, be deemed restricted and certain restrictions will be applicable upon
the resale of such security. Each Share may, upon issuance, contain a
restrictive legend in substantially the following form:
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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.
It is Centrum's present intention to file a registration statement with the
Securities and Exchange Commission to register this option and the underlying
Shares in the near future. This Section 8 will 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 Employee 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 Employee only by
him/her.
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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, 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 - NONCOMPETITION. Employee acknowledges and agrees that in
the performance of his duties of employment with Centrum and/or any subsidiary
(collectively and individually the "Employers") he may be in contact with
customers, potential customers and/or information about customers or potential
customers of the Employers either in person, through the mails, by telephone or
by other electronic means. Employee also acknowledges and agrees that trade
secrets and confidential information of the Employers, more fully described in
paragraph 13(c) of this Agreement, gained by Employee during his employment with
the Employers, have been developed by the Employers through substantial
expenditures of time, effort and financial resources and constitute valuable and
unique property of the Employers. Employee further understands, acknowledges and
agrees that the foregoing makes it necessary for the protection of the
Employers' businesses that Employee not divert business or customers from the
Employers and that the Employee maintain the confidentiality and integrity of
the Confidential Information as hereinafter as defined:
(a) Employee agrees that he will not, during his employment by
the Employers and for a period of one year after such employment ends,
whether by action of the Employee or the Employers (the "Business
Protection Period"):
(i) solicit, divert, entice or take away any
customers, business, patronage or orders of the Employers with
whom the Employee has had contact, involvement or
responsibility during his or her employment with the
Employers, or attempt to do so, for the sale of any product or
service that competes with a product or service offered by the
Employers; or
(ii) solicit, divert, entice or take away any
potential customer identified, selected or targeted by the
Employers with whom the Employee has had contact, involvement
or responsibility during his or her employment with the
Employers, or attempt to do so, for the sale of any product or
service that competes with a product or service offered by the
Employers.
Nothing contained in this paragraph 13(a) shall preclude
Employee from accepting employment with a company, firm, or
business that competes with the Employers so long as the
Employee's activities do not violate the
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provisions of subparagraph 13(a)(i) and 13(a)(ii) above or
any of the provisions of paragraphs 13(b) and 13(c) below.
(b) Employee agrees that he will not directly or indirectly at
any time during the Business Protection Period solicit or induce or
attempt to solicit or induce any employee of the Employers to terminate
his or her employment, representation or other association with the
Employers.
(c) Employee will keep in strict confidence, and will not,
directly or indirectly, at any time during or after the term of this
Agreement, disclose, furnish, disseminate, make available or use
(except in the course of performing his duties of employment with the
Employers) any trade secrets or confidential business or technical
information of the Employers or their customers (the "Confidential
Information"), without limitation as to when or how Employee may have
acquired such information. The Confidential Information shall include
the whole or any portion or phase of any scientific or technical
information, design, process, procedure, formula, pattern, compilation,
program, device, method, technique or improvement, or any business
information plans, financial information, or listing of names,
addresses or telephone numbers, including without limitation,
information relating to the Employers' customers or prospective
customers, the Employers' customer list, contract information including
terms, pricing and services provided, information received as a result
of customer contacts, the Employers' products and processing
capabilities, methods of operation, business plans, financials or
strategy, and agreements to which the Employers may be a party. The
Confidential Information shall not include information that is or
becomes publicly available other than as a result of disclosure by the
Employee. Employee specifically acknowledges that the Confidential
Information, whether reduced to writing or maintained in the mind or
memory of Employee and whether compiled by the Employers and/or
Employee, derives independent economic value from not being readily
known to or ascertainable by proper means by others who can obtain
economic value from its disclosure or use, that reasonable efforts have
been put forth by the Employers to maintain the secrecy of such
information, that such information is the sole property of the
Employers and that any retention and use of such information during or
after the Employee's employment with the Employers (except in the
course of performing his duties of employment with the Employers) shall
constitute a misappropriation of the Employers' trade secrets. Employee
further agrees that, at the time of termination of his employment he
will return to the Employers, in good condition, all property of the
Employers, including, without limitation, the Confidential Information.
In the event that said items are not so returned, the Employers shall
have the right to charge Employee for all reasonable damages, costs,
attorney's fees and other expenses incurred in searching for, taking,
removing, and/or recovering such property. In the event that the
Employee is advised in writing by his legal counsel that he is required
by subpoena or other legal process to disclose any of the Confidential
Information, he shall promptly notify the Employers of this situation
and he shall promptly provide the Employers with a copy of the written
advice of legal counsel so that the Employers may seek a protective
order or other appropriate remedy. If a
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protective order or other appropriate remedy is not obtained in a
easonable period of time, the Employee may furnish only that portion
of the Confidential Information that he is advised by his legal
counsel is legally required.
SECTION 14 - 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 Employee 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 15 - BINDING EFFECT. This Agreement shall be binding upon
Employee and his/her executors administrators, and representatives and assigns,
and upon Centrum and its successors and assigns.
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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
"EMPLOYEE"
------------------------------------------
EMPLOYEE'S ADDRESS FOR NOTICE PURPOSES:
------------------------------------------
------------------------------------------
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EXHIBIT 4.4
CENTRUM INDUSTRIES, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 10th day of June, 1998, by and between
Centrum Industries, Inc., a Delaware corporation ("Centrum") and
_________________ ("Employee").
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 Employee the
right and option to purchase from it, on the following terms and conditions, all
or any part of an aggregate of __________________________ (______) shares of
Centrum's common stock $.05 par value (the "Shares"). The purchase price for all
Shares shall be Two and 00/100 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 Employee 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, Employee must exercise his/her options
within the thirty (30) day period following the date of notice to Employee 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 Employee during his/her lifetime and only if Employee was an
employee of
Centrum or a Centrum affiliate on the date three (3) months prior to the date of
exercise. If Employee is disabled within the meaning of Section 22(e)(3) of the
<PAGE> 2
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.
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
Employee elects to purchase.
SECTION 4 - TERMINATION OF EMPLOYMENT. In the event that an Employee
shall cease to be employed by Centrum or a Centrum affiliate, whether
voluntarily or involuntarily, for any reason other than death or disability, all
of Employee's rights to further exercise his/her option(s) shall expire three
(3) months after the date of termination of employment; 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 employment for purposes of this Section 4.
SECTION 5 - DEATH OR DISABILITY OF EMPLOYEE. In the event of the death
or disability of an Employee while employed by Centrum or a Centrum affiliate,
his/her right to purchase Shares may be exercised (to the extent that Employee
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 Employee, by his/her personal representative or by
any person or persons who shall have acquired the option directly from Employee
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 an
Employee 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 June 10, 2008.
SECTION 7 - SHARES AS INVESTMENT. By accepting this option, the
Employee 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 Employee 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.
2
<PAGE> 3
SECTION 8 - RESTRICTIONS ON SHARES. Initially, the Shares issued
pursuant to the exercise of the option granted in Section 1 may not be
registered under federal securities laws or the securities of any state and may,
therefore, be deemed restricted and certain restrictions will be applicable upon
the resale of such security. Each Share may, upon issuance, contain a
restrictive legend in substantially the 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.
It is Centrum's present intention to file a registration statement with the
Securities and Exchange Commission to register this option and the underlying
Shares in the near future. This Section 8 will 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.
3
<PAGE> 4
SECTION 10 - RIGHT OF SHAREHOLDER. The Employee 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 Employee only by
him/her. 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, 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 - NONDISCLOSURE. Employee acknowledges and agrees that in
the performance of his duties of employment with Centrum and/or any subsidiary
(collectively and individually the "Employers") he may be in contact with
customers, potential customers and/or information about customers or potential
customers of the Employers either in person, through the mails, by telephone or
by other electronic means. Employee also acknowledges and agrees that trade
secrets and confidential information of the Employers gained by Employee during
his employment with the Employers, have been developed by the Employers through
substantial expenditures of time, effort and financial resources and constitute
valuable and unique property of the Employers. Employee further understands,
acknowledges and agrees that the foregoing makes it necessary for the protection
of the Employers' businesses Employee maintain the confidentiality and integrity
of the Confidential Information as hereinafter as defined. Employee will keep in
strict confidence, and will not, directly or indirectly, at any time during or
after the term of this Agreement, disclose, furnish, disseminate, make available
or use (except in the course of performing his duties of employment with the
Employers) any trade secrets or confidential business or technical information
of the Employers or their customers (the "Confidential Information"), without
limitation as to when or how Employee may have acquired such information. The
Confidential Information shall include the whole or any portion or phase of any
scientific or technical information,
4
<PAGE> 5
design, process, procedure, formula, pattern, compilation, program, device,
method, technique or improvement, or any business information plans, financial
information, or listing of names, addresses or telephone numbers, including
without limitation, information relating to the Employers' customers or
prospective customers, the Employers' customer list, contract information
including terms, pricing and services provided, information received as a result
of customer contacts, the Employers' products and processing capabilities,
methods of operation, business plans, financials or strategy, and agreements to
which the Employers may be a party. The Confidential Information shall not
include information that is or becomes publicly available other than as a result
of disclosure by the Employee. Employee specifically acknowledges that the
Confidential Information, whether reduced to writing or maintained in the mind
or memory of Employee and whether compiled by the Employers and/or Employee,
derives independent economic value from not being readily known to or
ascertainable by proper means by others who can obtain economic value from its
disclosure or use, that reasonable efforts have been put forth by the Employers
to maintain the secrecy of such information, that such information is the sole
property of the Employers and that any retention and use of such information
during or after the Employee's employment with the Employers (except in the
course of performing his duties of employment with the Employers) shall
constitute a misappropriation of the Employers' trade secrets. Employee further
agrees that, at the time of termination of his employment he will return to the
Employers, in good condition, all property of the Employers, including, without
limitation, the Confidential Information. In the event that said items are not
so returned, the Employers shall have the right to charge Employee for all
reasonable damages, costs, attorney's fees and other expenses incurred in
searching for, taking, removing, and/or recovering such property. In the event
that the Employee is advised in writing by his legal counsel that he is required
by subpoena or other legal process to disclose any of the Confidential
Information, he shall promptly notify the Employers of this situation and he
shall promptly provide the Employers with a copy of the written advice of legal
counsel so that the Employers may seek a protective order or other appropriate
remedy. If a protective order or other appropriate remedy is not obtained in a
reasonable period of time, the Employee may furnish only that portion of the
Confidential Information that he is advised by his legal counsel is legally
required.
SECTION 14 - 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 Employee 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.
5
<PAGE> 6
SECTION 15 - BINDING EFFECT. This Agreement shall be binding upon
Employee 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
"EMPLOYEE"
-------------------------------------
EMPLOYEE'S ADDRESS FOR NOTICE PURPOSES:
-------------------------------------
-------------------------------------
6
<PAGE> 1
EXHIBIT 4.25
CENTRUM INDUSTRIES, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of this 10th day of June, 1998, 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 Ten Thousand (10,000) 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 June 10, 2008.
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 following form:
2
<PAGE> 3
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, transferred, pledged or hypothecated in any
way, shall not be assignable by operation of
3
<PAGE> 4
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. Notwithstanding the foregoing, a director who was
nominated for his position on Centrum's Board pursuant to the Equity Holder's
Agreement dated as of February 29, 1996, effective as of March 8, 1996, by and
among First New England Capital Limited Partnership, MorAmerica Capital Corp.,
North Dakota Small Business Investment Company, Centrum, and certain
shareholders of Centrum, may transfer this option to an entity who proposed his
nomination.
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. "DIRECTOR"
By: _______________________________________ ________________________________
George H. Wells, Chairman of the Board,
Chief Executive Officer, and President
DIRECTOR'S ADDRESS FOR NOTICE PURPOSES:
_______________________________________
4
<PAGE> 1
EXHIBIT 5.1
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
[LETTERHEAD OF FULLER & HENRY P.L.L.]
June 16, 1998
Centrum Industries, Inc.
6135 Trust Drive, Suite 104A
Holland, Ohio 43528
Re: Registration Statement on Form S-8:
Individual Stock Option Agreements with
Directors and 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
434,100 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. a form of 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 June 16, 1998
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 June 3, 1998, which appears on page 26
of Centrum Industries, Inc.'s Annual Report on Form 10-K for the year ended
March 31, 1998.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Toledo, OH
June 16, 1998
