UNITED STATES
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): February 3, 2005
CENTREX, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA
(State or other jurisdiction of incorporation or organization)
000-32021 73-1554121
(Commission File Number) (IRS Employer Identification No.)
9202 SOUTH TOLEDO AVENUE
TULSA, OKLAHOMA 74137
(principal executive offices) (Zip Code)
(918) 494-2880
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
On February 3, 2005, a change in control of Centrex, Inc. (the
"Registrant") occurred as a result of the issuance of preferred stock of the
Registrant to Jeffrey W. Flannery. In consideration of the agreement by Jeffrey
W. Flannery to serve as director and officer of the Registrant, the Registrant
issued to Jeffrey W. Flannery 300,000 shares of the Registrant's Series A
preferred stock, 4,000,000 shares of the Registrant's Series B preferred stock,
and 600,000 shares of the Registrant's Series C preferred stock. The 300,000
shares of the Registrant's Series A preferred stock issued to Jeffrey W.
Flannery constitute 75 percent of the Registrant's Series A preferred stock, the
4,000,000 shares of the Registrant's Series B preferred stock issued to Jeffrey
W. Flannery constitute 100 percent of the Registrant's Series B preferred stock,
and the 600,000 shares of the Registrant's Series C preferred stock issued to
Jeffrey W. Flannery constitute 100 percent of the Registrant's Series C
preferred stock. All of the shares issued to Jeffrey W. Flannery bear a legend
restricting their disposition as required by the Securities Act of 1933, as
amended.
Pursuant to the Registrant's certificates of designation establishing
Series A, B and C preferred stock, each share of the Registrant's currently
issued and outstanding Series A, Series B and Series C preferred stock may be
converted into one fully paid and nonassessable share of the Registrant's common
stock. The shares of the Series A preferred stock have no voting rights on any
matters submitted to the vote of the holders of the Registrant's common or
preferred stock. On all matters submitted to a vote of the holders of the
Registrant's common stock, including, without limitation, the election of
directors, a holder of shares of the Series B preferred stock is entitled to the
number of votes on such matters equal to the number of shares of the Series B
preferred stock held by such holder multiplied by 50. On all matters submitted
to a vote of the holders of the Registrant's common stock, including, without
limitation, the election of directors, a holder of shares of the Series C
preferred stock is entitled to the number of votes on such matters equal to the
number of shares of the Series C preferred stock held by such holder multiplied
by 200. Therefore, Jeffrey W. Flannery has the power to vote 320,000,000 shares
of the Registrant's common stock.
On February 1, 2005, Thomas R. Coughlin, Jr., M.D., the Registrant's
then-sole director, elected Jeffrey W. Flannery as a director of the Registrant.
Following the election of Jeffrey W. Flannery as a director of the Registrant,
Thomas R. Coughlin, Jr., M.D., resigned as chief executive officer, chief
financial officer and director of the Registrant. Effective February 1, 2005,
Jeffrey W. Flannery and Michael Corrigan were appointed officers of the
Registrant, as described more fully in Item 5.02 of this Current Report.
There are no arrangements or understandings among members of both the
former and the new control groups and their associates with respect to election
of directors or other matters, known to the Registrant, the operation of which
may at a subsequent date result in a change of control of the Registrant.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On February 1, 2005, Thomas R. Coughlin, Jr., M.D., the Registrant's
then-sole director, elected Jeffrey W. Flannery as a director of the Registrant.
Following the election of Jeffrey W. Flannery as a director of the Registrant,
Thomas R. Coughlin, Jr., M.D., resigned as chief executive officer, chief
financial officer and director of the Registrant. There were no disagreements
between the Registrant and Thomas R. Coughlin, Jr., M.D.
Effective February 1, 2005, Jeffrey W. Flannery and Michael Corrigan were
appointed officers of the Registrant. Consequently, as of the date of this
Current Report, the Registrant has the following officers:
NAME OFFICE
Jeffrey W. Flannery Chief executive officer, chief financial officer
and chairman of the board of directors
Michael Corrigan Secretary
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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.
Date: February 24, 2005 CENTREX, INC.
By /s/ Jeffrey W. Flannery
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Jeffrey W. Flannery, Chief Executive Officer
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