As filed with the Securities and Exchange Commission on July 8, 2004
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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 small business issuer in its charter)
Oklahoma 73-1554121
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(State of incorporation) (IRS Employer ID No.)
9202 South Toledo Avenue
Tulsa, Oklahoma 74137
(Address of Principal Executive Offices and Zip Code)
Centrex, Inc. Common Stock Issued Pursuant to Consulting, Employment and
Legal Service Agreements
With Copy To:
Ronald C. Kaufman
Kaufman and Associates, PLLC
624 South Boston Avenue, 10th Floor
Tulsa, OK 74119
Calculation of Registration Fee
Proposed Proposed
Maximum Maximum
Amount to be Offering Aggregate Amount of
Registered (1) Price per Offering Registration
Title of Securities to be Registered Share (3) Price Fee (4)
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Common Stock, $0.001 par value.................................. 13,600,000 (2) $0.021 $285,600 $36.19
(1) Pursuant to Rule 416, this amount also includes an indeterminate number of
additional shares that may be offered and issued by reason of stock splits,
stock dividends or similar transactions.
(2) Shares of Centrex, Inc. common stock to be issued to non-affiliates
pursuant to consulting, employment, and legal services agreements.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
This estimate is based upon the average of the reported high and low sales
prices for a share of Centrex, Inc. common stock on July 2, 2004 as
reported by the OTC Bulletin Board.
(4) Fees are calculated by multiplying the aggregate offering price by
.00012670 pursuant to Section 6(b) of the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
We hereby incorporate, or will be deemed to have incorporated, herein
by reference the following documents:
(1) Our Annual Report on Form 10-KSB and 10-K/A for the period ended December
31, 2003 and filed with the SEC on March 30, 2004 and April 1, 2004,
respectively.
(2) Our Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004
filed with the SEC on May 17, 2004;
(3) The description of our common stock, par value $.001 per share (the "Common
Stock"), contained in our Registration Statements on Form SB-2 dated
October 23, 2003 as filed with the SEC, and any amendments thereto; and
Each document filed subsequent to the date of this registration statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 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 shall be deemed to be incorporated in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Ronald C. Kaufman of Kaufman & Associates PLLC, the Company's legal
counsel, will be issued 1,600,000 shares that are included in this Registration
Statement. These shares will be issued pursuant to a legal services agreement
whereby Kaufman is to provide corporate legal services for 2004.
Item 6. Indemnification of Officers and Directors.
Our Certificate of Incorporation and Bylaws provide for indemnification
to the full extent permitted by Oklahoma law of all persons we have the power to
indemnify under Oklahoma law. Such indemnification is not deemed to be exclusive
of any other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise. The indemnification provisions of
our Certificate of Incorporation and Bylaws may reduce the likelihood of
derivative litigation against our directors and officers for breach of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our stockholders.
We have entered into separate written indemnification agreements with
our sole officer and director and certain consultants and others. These
agreements provide that we will indemnify each person for acts committed in
their capacities and for virtually all other claims for which a contractual
indemnity might be enforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
5.1 Opinion of Kaufman & Associates PLLC
23.1 Consent of Tullius Taylor Sartain & Sartain LLP
23.2 Consent of Kaufman & Associates PLLC (included in
Exhibit 5.1)
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 1933 Act;
(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 this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference into this
Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(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, 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 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
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 the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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 State of Oklahoma, on this 8th day of July, 2004.
CENTREX, INC.
By: /s/ Thomas R. Coughlin, Jr.
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Thomas R. Coughlin, Jr.
Chief Executive Officer