U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2001
CENTRUM INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-9607 34-1654011
(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation or organization) Identification No.)
441 East Main Street, Corry, Pennsylvania, 16407
(Address of principal executive offices)
(814) 665-5042
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
CORRY, PENNSYLVANIA, JULY 27, 2001 - CENTRUM INDUSTRIES, INC., (OTC BB: CIII)
today announced that the Company will delay filing its Annual Report on Form
10-K for the year ended March 31, 2001 because of the impact of liquidity
problems. As previously reported, Centrum's only remaining operating subsidiary,
McInnes Steel Company and its subsidiary Erie Bronze & Aluminum Company
(collectively "McInnes") continues to operate under the protection of Chapter 11
of the U.S. Bankruptcy Code. Centrum intends to file its 10-K at that point in
the future when cashflows permit and when the liquidity problems have been
resolved. Resolution of these liquidity problems may include a filing for
protection under Chapter 11 at the holding company level.
Centrum also announced the resignation of four of its remaining five members of
the Board of Directors. Messrs. Fulton, Hart, Herring and Seiple announced
their resignations on or about June 27, 2001. The members of the Board of
Directors had not been compensated for nearly two years for services rendered.
In addition, the severe liquidity problems discussed above, including the
bankruptcy filing at McInnes, have significantly reduced the Board's ability to
provide strategic oversight to the Company. No disagreements with the Company
were cited by the Board members in their resignations. As a result of these
resignations and in order to maintain continuity on the Company's Board of
Directors, effective July 19, 2001 Timothy M. Hunter, the Company's Chief
Financial Officer and Secretary, was elected to the Board.
Centrum is faced with a formidable task to maintain operations at the holding
company level in the wake of the Chapter 11 filing by McInnes. Although
operations at Centrum are limited to holding company activities, Centrum
maintains in excess of $4 million in unsecured indebtedness coupled with the
significant cost burden inherent to public companies. Without a meaningful
infusion of new capital into Centrum, which is extremely unlikely, operations at
the holding company level may cease at any time. Cessation of activities at
Centrum will not have any impact on McInnes whose operations are self-contained
and separate from those of Centrum. McInnes' operations will continue at its
three locations in Pennsylvania regardless of what occurs at the Centrum level.
The Company also announced that its Transfer Agent, Computershare Investor
Services, Inc., resigned its services agreement effective June 30, 2001. Lack
of transfer agent services will create difficulties in trading the Company's
securities.
FORWARD LOOKING INFORMATION - This Press Announcement contains statements, which
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. (As used herein, the "Company" refers
to McInnes Steel Company and its subsidiary Erie Bronze & Aluminum Company.)
Such statements can be identified by the use of forward-looking terminology such
as "believes", "expects", "may", "estimates", "will", "should", "plans",
"opinions", "feels", "intends", or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy. Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and may involve significant risks and
uncertainties, and that actual results may vary materially from those in the
forward-looking statements as a result of various factors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTRUM INDUSTRIES, INC.
(Registrant)
Date: July 27, 2001 By: /s/ Timothy M. Hunter
Timothy M. Hunter
Chief Financial Officer and Treasurer