UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CENTREX, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 000-32021 73-1554121
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(State of incorporation) (SEC File Number) (IRS Employer ID No.)
8908 South Yale, Suite 409
Tulsa, Oklahoma 74137-3545
(918) 491-7557
(Address of Principal Executive Offices and Zip Code)
260,000 Shares of Common Stock
Issued Pursuant to Consulting Agreement
and
3,000,000 Shares of Common Stock to be Issued
Pursuant to Centrex Inc.'s First Amended Employee Incentive Stock Option Plan.
With Copy To:
Kaufman & Associates
One Main Plaza, Suite 210
Tulsa, Oklahoma 74119
(918) 584-4463
(Name and address of Agent for Service)
(Telephone number, including area code, of Agent for Service)
Calculation of Registration Fee
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of securities Amount to be Price per Offering Registration
to be registered registered Share Price Fee
- --------------------------------------------------------------------------------
Common Stock 260,000(1) $0.10* $26,000* $ 6.86(3)
Common Stock 3,000,000(2) $0.10* $300,000* $79.20(3)
- --------------------------------------------------------------------------------
(1) 260,000 shares are issued to Consultant pursuant to Consulting Agreement
(2) 3,000,000 shares are pursuant to Centrex Inc.'s First Amended Employee
Incentive Stock Option Plan. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(3) Fees are calculated by multiplying the aggregate offering amount by .000264
pursuant to Section 6(b) of the Securities Act.
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
Pursuant to Rule 457(h), this estimate is based on par value of the Registrant's
common stock, $0.001 par value per share.
PART I.
Item 1. Plan Information.
See Exhibit 4.2, attached hereto.
Item 2. Registrant Information and Employee Plan Annual Information
The Registrant will provide participants without charge and upon
written or oral request the documents referenced in Item 3 of Part II of the
registration statement. These documents are incorporated by reference in the
Section 10(a) Prospectus. The Registrant will also provide participants without
charge and upon written or oral request all other documents that may be required
to be delivered to employees pursuant to Rule 428(b). Requests for documents can
be made to Gifford Mabie, President, Centrex, Inc., 8908 S. Yale Ave. #409,
Tulsa, OK 74137, (918) 481-0167.
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The prospectus (the "Resale Prospectus") may be used in connection with
reoffers and resales of shares of Centrex common stock issued pursuant to
Centrex Inc.'s First Amended Employee Incentive Stock Option Plan . The Resale
Prospectus is filed as part of this Registration Statement as required by Form
S-8.
REOFFER PROSPECTUS
3,000,000 Shares of Centrex, Inc. Common Stock
The selling shareholders may sell up to 3,000,000 shares of common
stock from time to time. The selling shareholders may sell their shares:
-On the National Quotation Bureau
-To a broker-dealer, including a market maker, who purchases the shares
for its own account
-In private transactions or by gift
The selling shareholders may also pledge their shares from time to
time, and the lender may sell the shares upon foreclosure.
The shares being offered by the selling shareholders have been issued
upon the exercise of certain stock options or as compensation for consulting
services rendered not in connection with a capital fund raising transaction or
to make or maintain a market for Centrex's common stock.
We will not receive any proceeds from the sale by the selling
shareholders of their shares of common stock. We paid the cost of the
preparation of this prospectus and of registration, which is estimated at $750.
--------------------------------
Investing in shares of our common stock involves a high degree of risk.
You should purchase the shares only if you can afford to lose your entire
investment. See "Risk Factors," which begins on page 4.
--------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is November 21, 2001
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TABLE OF CONTENTS
THE COMPANY................................................................4
RISK FACTORS...............................................................4
USE OF PROCEEDS............................................................7
SELLING SHAREHOLDERS.......................................................8
PLAN OF DISTRIBUTION.......................................................8
AVAILABLE INFORMATION......................................................9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................9
LEGAL MATTERS..............................................................9
EXPERTS....................................................................9
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THE COMPANY
We are a development stage company. We own the exclusive worldwide
license to a technology for detecting E. coli bacteria in food and water. We
also own the exclusive worldwide license to a technology for detecting
cryptosporidium and other pathogens in water.
The E. coli detection system prototype is presently being developed at
Los Alamos National Laboratory ("LANL"). The prototype should be capable of
confirming the presence of E. coli bacteria within minutes as opposed to the
current testing method that requires an average of 24 hours to obtain a result.
Development of a prototype cryptosporidium detection system has yet to begin.
We have no operating history prior to October 6, 1998. Because our
products are presently being developed or are in the planning stage, we have no
revenues. Our development activities to date have been funded primarily by loans
from our founding shareholders. We do not anticipate any revenues from the sale
of products until such products have been proven to be commercially viable and
appropriate government and industry approvals, if required, have been obtained.
There is no assurance that we will be successful in developing commercially
viable products, that such products will obtain appropriate government and
industry approvals, or that such products will generate revenue and profits for
the Company.
Our immediate objective is to develop and market a competitive product
line of E. coli detection systems for water treatment plants that are designed
to meet current testing requirements and produce test results in less than one
minute and at a lower cost per test than the method currently used. E. coli
contamination of drinking water and surface water is an increasing problem
worldwide. Accurate and immediate testing for E. coli contamination can reduce
the risk of illness and death.
We acquired the exclusive rights to the E. coli detection system on
June 7, 1999, when we acquired 100% of the common stock of E. Coli Measurement
Systems, Inc. ("EMSI"), a Florida corporation, in exchange for 540,000 shares of
our common stock. EMSI ceased to exist by reason of the transaction, and the
rights and obligations of EMSI under their Exclusive License Agreement and
Sponsored Research Agreement with the University of California were assigned to
us.
We acquired the exclusive worldwide rights to the cryptosporidium
detection system on September 17, 1999, when we acquired 100% of the common
stock of Safe Water Technologies, Inc. ("SWT"), a Florida corporation in
exchange for 950,000 shares of our common stock. SWT ceased to exist by reason
of the transaction and the rights and obligations of SWT under their Exclusive
License Agreement with the University of South Florida Research Foundation were
assigned to us.
The description of our business and other information regarding the
Company is contained in our Form 10-SB, as amended, and our Form 10-KSB for the
year ended December 31, 2000. These reports are incorporated herein by
reference.
RISK FACTORS
You should carefully consider each of the risks and uncertainties
described below and all the other information contained in this prospectus
before deciding to invest in shares of our common stock. The trading price of
our common stock could decline if any of the following risks and uncertainties
develop into actual events, and you may lose all or part of the money you paid
to buy our common stock.
This prospectus also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
prospectus. We assume no obligation to update any forward-looking statements or
reason why actual results might differ.
4
We Have A Limited Operating History
We have only been operating since October 6, 1998. Accordingly, we have
a limited operating history upon which an evaluation of our performance and
prospects can be based. We face all of the risks common to companies in the
early stage of development, including:
-Under Capitalization
-Cash Shortages
-An Unproven Business Model
-A Product in the Development Stage
-Lack of Revenue, Cash flow, and Earnings to be Self-sustaining
Our failure to successfully address any of the risks described above
will have a material adverse effect on our business, financial condition and on
the price of our common stock.
We Have A History Of Losses And Expect Future Losses
We have had annual losses since our inception in October, 1998. We
expect to continue to incur losses until we finish the development of our
products, obtain government approval, if required, for our products, and sell
enough products at prices high enough to generate a profit. There is no
assurance that we will be able to develop a commercially viable product, to
obtain approval for our products, or to generate net revenue from the sale of
our products, or to achieve or maintain profitable operations.
Our Products Are Still In Development
Centrex has no products or services for sale at this time. The Centrex
E. coli detection system is still in the research and development stage. It has
not yet been submitted to or received approval from any government agency which
may be required before we can sell the product in the United States ("U.S.").
There is no assurance that the product will be commercially viable or that any
agency will approve the product for sale in the U.S. It is anticipated that the
E. coli detection system will be marketed worldwide when development is
completed and any required approvals are secured, either directly by Centrex or
by a corporate marketing partner, to water treatment systems and end users of
drinking water including individual homeowners, hospitals and water park
operators.
The E. coli detection system is the commercial use of a detection
technique developed by LANL for use by the U.S. armed forces. The detection
system uses a proprietary, patented technology to detect the "fingerprint" of
the bacteria it has been calibrated to match. This technique yields rapid
results because a culture is not required.
If We Cannot Generate Adequate, Profitable Sales Of Our Product, We Will Not Be
Successful
In order to succeed as a company, we must develop a commercially viable
product and sell adequate quantities at a high enough price to generate a
profit. We may not accomplish these objectives. Even if we succeed in developing
a commercially viable product, a number of factors may affect future sales of
our product. These factors include:
- Whether we are successful in obtaining required approvals;
- Whether water treatment plants and end users will accept our product
as a viable alternative to the current testing method; and
- Whether the cost of our product is competitive in the marketplace
We Must Raise Additional Funds To Commence Testing
We require substantial additional working capital to begin collecting
data, to commence and complete field trials, and to market our potential
product. There is no assurance that the additional capital required will be
available to Centrex on acceptable terms when needed, if at all. Any additional
capital may involve substantial dilution to the interests of Centrex's then
existing shareholders.
Stringent, Ongoing Government Regulation And Inspection Of Our Potential Product
Could Lead To Delays In Manufacture, Marketing and Sales
Water treatment plants are controlled by governments worldwide. The
controlling agency may continue to review products even after they receive
approval. Our potential product, its manufacture and marketing will be subject
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to ongoing regulation, including compliance with current Good Manufacturing
Practices and adverse reporting requirements. Any enforcement action resulting
from failure to comply with requirements could affect the manufacture and
marketing of our potential product.
We Must Obtain Regulatory Approvals In Foreign Jurisdictions To Market Our
Products Abroad
We will be subject to a variety of regulations governing sales of our
products outside the U.S. Whether or not U.S. approval has been obtained, we
must secure approval of a product by the comparable non-U.S. regulatory
authorities prior to the commencement of marketing of the product in a foreign
country. The process of obtaining these approvals will be time consuming and
costly. The approval process varies from country to country and the time needed
to secure additional approvals may be longer than that required for U.S.
approval. Unanticipated changes in existing regulations or the adoption of new
regulations could affect the manufacture and marketing of our products.
We May Not Be Able To Market And Distribute Our Product
Our success depends, in part, on our ability to market and distribute
our product effectively. We have no experience in the sale or marketing of water
safety products. We have no manufacturing, marketing or distribution
capabilities. In the event that we obtain U.S. approval for our potential
product, we may require the assistance of one or more experienced water safety
device companies to market and distribute our potential product effectively. If
we seek an alliance with an experienced water safety device company, we may be
unable to find a collaborative participant, enter into an alliance on favorable
terms or enter into an alliance that will be successful. Any participant to an
alliance might, at its discretion, limit the amount and timing of resources it
devotes to marketing our product. Any marketing participant or licensee may
terminate its agreement with us and abandon our product at any time for any
reason without significant payment. If we do not enter into an alliance with a
water safety device company to market and distribute our product, we may not be
successful in entering into alternative arrangements, whether engaging
independent distributors or recruiting, training and retaining a marketing staff
and sales force of our own.
Intense Competition Could Harm Our Financial Performance
The water safety industry is highly competitive. There are a number of
companies, universities and research organizations actively engaged in research
and development of products that may be similar to the Centrex E. coli detection
system. Our competitors may have substantially greater assets, technical staffs,
established market shares, and greater financial and operating resources than we
do. There is no assurance that we can successfully compete.
We Do Not Own The Patents And Will Not Own Any Improvements
We do not own any patents. The E. coli detection method is owned by the
University of California and they filed a provisional patent application in the
U.S. on December 18, 1998. There is no assurance that a patent will issue.
The University of South Florida owns the U.S. patent for the
cryptosporidium detection method, which was published April 1, 1997.
The filing, prosecution and maintenance of all patent rights are within
the sole discretion of the patent owners. We have the right to request that the
patent owners seek, obtain and maintain such patent and other protections to the
extent that they are lawfully entitled to do so, at our sole expense. There is
no assurance that the University of California or the University of South
Florida will seek, obtain or maintain such patent and other protection to which
they are or may become lawfully entitled and there is no assurance that we will
have enough working capital to fund their activities.
There May Be Competing Products In The Future
There is no assurance that competing products will not be developed or
that improvements to the patent will be available to Centrex under its existing
license. The filing, prosecution and maintenance of all patent rights are within
the sole discretion of the patent owners. Centrex has the right to request that
the patent owners seek, obtain and maintain such patent and other protection to
the extent that they are lawfully entitled to do so, at Centrex's sole expense.
There is no assurance that the patent owners will seek, obtain or maintain such
patent and other protection to which they are lawfully entitled. Further, there
is no assurance that Centrex will have sufficient working capital to fund the
patent owners' efforts in those activities, if requested.
6
Our Lack Of Foreign Patent Protection Could Adversely Affect Our Ability To
Compete
The U.S. patent covering the Centrex E. coli detection technology does
not extend to foreign countries, and the Company does not presently have any
foreign patent protection for its product.
We Are Dependent Upon The Services Of The Researchers And Our Employees
The E. coli detection system is being developed at LANL under the
direction of Dr. Alonso Castro, discoverer of the E. coli detection process. The
loss of the services of Dr. Castro and our inability to retain an acceptable
substitute could have a material adverse effect on us.
We are also dependent upon the services of our sole officer and director
and employees, each of whom have provided services without cash compensation.
There is no assurance they will continue to provide services without cash
compensation. The loss of their services or our inability to retain such
experienced personnel could have a material adverse effect on our business
prospects.
Concentration Of Stock Ownership
Our sole officer and director, employees and beneficial owners, as a
group, own about 74% of our issued and outstanding common stock. As a result,
they exercise substantial influence over our business and the election of
members to the Board of Directors.
Limited Experience Of Management And Potential Conflicts Of Interest
The sole officer and key employees of Centrex have had limited
experience in the water safety industry. In addition, the sole officer and key
employees are associated with other firms involved in a range of business
activities. Consequently, there are potential conflicts of interest in their
acting as officers and directors of Centrex. Management estimates that not more
than 50% of their time will be devoted to Centrex's activities.
No Market For Our Common Stock
There is no market for our common stock and there is no assurance that
one will be established. There is also no assurance that even if we are
successful in establishing a market for our common stock that the market will be
sustained. You may not ever be able to sell your shares of common stock.
We Do Not Expect To Pay Dividends
We have not declared or paid, and for the foreseeable future we do not
anticipate declaring or paying, dividends on our common stock.
Dilution
You will experience significant dilution if you invest in this
Offering. Also, to the extent outstanding warrants and options to purchase our
common stock are exercised or additional equity securities are issued at a price
below the price of a share in this offering, you will experience dilution. At
November 20, 2001, the Company had outstanding options to purchase up to
1,692,500 shares of common stock at exercise prices ranging from $0.001 per
share to $0.50 per share.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares sold by
the selling shareholders.
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SELLING SHAREHOLDERS
The Selling Shareholders will consist of officers, directors and
employees of the Company. We will supplement the reoffer prospectus with their
names and amounts of securities to be offered as such information becomes known
to us.
PLAN OF DISTRIBUTION
We are registering the securities on behalf of the selling
shareholders. All costs, expenses and fees in connection with the registration
of the Securities offered hereby will be paid by us. We estimate such costs,
expenses and fees to be $750. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of securities will be paid by the
selling shareholders.
The selling shareholders may sell up to 3,000,000 shares of common
stock from time to time. The selling shareholders may sell his shares
-On the OTC Bulletin Board
-To a broker-dealer, including a market maker, who purchases the
shares for its own account -In private transactions or by gift
The selling shareholders may also pledge his shares from time to time,
and the lender may sell the shares upon foreclosure.
The shares being offered by the selling shareholders will be issued
pursuant to Centrex Inc.'s First Amended Employee Incentive Stock Option Plan.
The decision to sell any securities is within the discretion of each
selling shareholder. Each selling shareholder is free to offer and sell his
securities at times, in a manner and at prices as he determines.
The selling shareholders may sell the shares at a negotiated price or
at the market price or both. They may sell their shares directly to the
purchasers or they may use brokers. If a broker is used, the selling shareholder
may pay a brokerage fee or commission or he may sell the shares to the broker at
a discount from the market price. The purchasers of the shares may also pay a
brokerage fee or other charge. The compensation to a particular broker-dealer
may exceed customary commissions. We do not know of any arrangements by the
selling shareholders for the sale of any of their shares.
The selling shareholders and broker-dealers, if any, acting in
connection with sales by the selling shareholder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commission received by them and any profit on the resale by them of the
securities may be deemed to be underwriting discounts and commissions under the
Securities Act.
We will advise each selling shareholder that the anti-manipulative
rules under the Exchange Act, which are set forth in Regulation M, may apply to
their sales in the market. We will furnish each selling shareholder with a copy
of regulation M, and we will informed them that they should deliver a copy of
this prospectus when they sell any shares.
8
AVAILABLE INFORMATION
We file annual, quarterly and periodic reports, proxy statements and
other information with the Securities and Exchange Commission using the
Commission's EDGAR system. You can find Centrex's SEC filings on the SEC's web
site, www.sec.gov.
We furnish our shareholders with annual reports containing audited
financial statements and with such other periodic reports as we, from time to
time, deem appropriate or as may be required by law. We use the calendar year as
our fiscal year.
You should rely only on the information contained in this Prospectus
and the information we have referred you to. We have not authorized any person
to provide you with any information that is different.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15 of the Securities Exchange Act of
1934
1. Our Form 10-SB, as amended
2. Our Annual Report on Form 10 KSB for the year ended December 31,
2000
This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information incorporated by reference or
provided in this prospectus and the registration statement. We have authorized
no one to provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the statement.
If we file any document with the SEC that contains information which is
different from the information contained in this prospectus, you may rely only
on the most recent information which we have filed with the Commission.
We will provide a copy of the documents referred to above without
charge if you request the information from us. You should contact Mr. Gifford
Mabie, President, Centrex, Inc., 8908 S. Yale Ave. #409, Tulsa, Oklahoma 74137,
telephone (918) 491-7557, if you wish to receive any of such material.
LEGAL MATTERS
The legality of the shares offered hereby has been passed upon by
Kaufman & Associates, One Main Plaza, Suite 210, Tulsa, OK 74119.
EXPERTS
The balance sheet of Centrex as of December 31, 2000 and the statements of
operations, shareholders' equity and cash flows for the period from inception
(October 6, 1998) to December 31, 2000 and for the years ended December 31, 2000
and 1999, incorporated by reference in this prospectus, have been incorporated
herein in reliance on the report, which includes an explanatory paragraph on our
ability to continue as a going concern, of Tullius Taylor Sartain & Sartain LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
9
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) the Company's Form 10-SB filed November 27, 2000 as amended.
(b) the Company's Form 10-KSB for the year ended December 31, 2000.
All documents subsequently filed by Centrex pursuant to Sections 13(a),
13(c), 14 and 15 of the Securities Exchange Act of 1934 prior to the filing of
any post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement from the
date of filing of such documents.
Item 4. Description of Securities.
Incorporated herein by reference to our Form 10-SB, filed November 27,
2000, as amended.
Item 5. Interests of Named Experts and Counsel.
There are no experts having an interest in the shares offered hereby.
Kaufman & Associates is acting as special counsel to Centrex in connection with
the filing of this Registration Statement. Kaufman & Associates acts as legal
counsel to Centrex on various matters for which they have received cash
compensation, along with their out of pocket expenses.
Item 6. Indemnification of Directors and Officers.
Incorporated herein by reference to our Form 10-SB, as amended.
Item 7. Exemption from Registration.
The transactions covered by this Registration Statement were not
registered under the Securities Act of 1933, as amended, in reliance upon the
exemptions from such registration pursuant to Section 4(2), and Regulation D.
Item 8. Exhibits.
Exhibit
No. Description of Exhibit
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4.2 Centrex Inc.'s First Amended Employee Incentive Stock
Option Plan
5.0 Opinion of Kaufman & Associates
23.1 Consent of Kaufman & Associates (contained in Exhibit 5.0)
23.2 Consent of Tullius Taylor Sartain & Sartain LLP
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Item 9. Undertakings.
The registrant hereby covenants and undertakes, pursuant to SEC Rule
512, to:
(a) Rule 415 offering.
(I) File, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement; and
(II) Include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933; and
(III) Reflect in the prospectus any facts or events arising after
the effective date which individually or in the aggregate represent a
fundamental change in the information set forth in the registration
statement; and
(IV) Include any material information with respect to the plan of
distribution not previously disclosed in the registration statement;
and
(V) That for purpose of determining any liability under the
Securities Act of 1933, each such post effective amendment shall be
deemed to be a new registrations 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; and
(VI) Remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
which remain unsold at the termination of the offering; and
(VII) Not applicable since the registrant is not a foreign
issuer.
(b) Rule 512 (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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(h) Rule 512 (h).
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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 in the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question where such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Tulsa, State of Oklahoma, on November 21, 2001
Centrex, Inc.
By: /s/ Gifford Mabie
-------------------------------------
Gifford Mabie
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated:
Director Date
-------- ------
/s/ Gifford Mabie November 21, 2001
----------------------------
Gifford Mabie, Director
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