<PAGE>   1

                               Registration No. __
--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                  --------------------------------------------

                            Centrum Industries, Inc.
--------------------------------------------------------------------------------
             (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
--------------------------------------------------------------------------------
   (Address and telephone number of Registrant's Principal Executive Offices)
--------------------------------------------------------------------------------
   CENTRUM INDUSTRIES, INC. INDIVIDUAL STOCK OPTION AGREEMENTS WITH DIRECTORS
                                  AND EMPLOYEES
 -------------------------------------------------------------------------------
                           (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
----------------------------------------------------------------------------------------------------------------

                                                 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 

                                       2
<PAGE>   4

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
<PAGE>   5




                                   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
---------------------------
Richard C. Klaffky

    /S/ MERVYN H. MANNING                             Director                             June 10, 1998
---------------------------
Mervyn H. Manning

    /S/ DAVID R. SCHRODER                             Director                             June 10, 1998
---------------------------
David R. Schroder

    /S/ THOMAS E. SEIPLE                              Director                             June 10, 1998
---------------------------
Thomas E. Seiple


</TABLE>




                                       4
<PAGE>   6

                                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
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19739}]
{"company-data": {"conformed-name": "CENTRUM INDUSTRIES INC", "cik": "0000351127", "assigned-sic": "3537", "irs-number": "341654011", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56943", "film-number": "98648998"}, "business-address": {"street1": "6135 TRUST DR", "street2": "STE 104A", "city": "HOLLAND", "state": "OH", "zip": "43528", "phone": "419-868-34"}, "mail-address": {"street1": "6135 TRUST DRIVE", "street2": "SUITE 104A", "city": "HOLLAND", "state": "OH", "zip": "43528"}, "former-company": {"former-conformed-name": "ENERGY RESOURCES OF NORTH DAKOTA INC", "date-changed": "19881116"}}
1

                               Registration No. __
--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                  --------------------------------------------

                            Centrum Industries, Inc.
--------------------------------------------------------------------------------
             (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
--------------------------------------------------------------------------------
   (Address and telephone number of Registrant's Principal Executive Offices)
--------------------------------------------------------------------------------
   CENTRUM INDUSTRIES, INC. INDIVIDUAL STOCK OPTION AGREEMENTS WITH DIRECTORS
                                  AND EMPLOYEES
 -------------------------------------------------------------------------------
                           (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)
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------

                                                 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
----------------------------------------------------------------------------------------------------------------
Common Stock,
$.05 par value per share
(including options to
acquire such Common Stock)     434,100  (1)          $2.00                 $868,200               $263.09
(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:
HOLDER OF AGREEMENT(S)    SHARES SUBJECT TO OPTION   HOLDER OF AGREEMENT(S)     SHARES SUBJECT TO OPTION
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
(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.
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.
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 

                                       2
4

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
5

                                   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.
Signature                                 Title                                  Date
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
---------------------------
Richard C. Klaffky

    /S/ MERVYN H. MANNING                             Director                             June 10, 1998
---------------------------
Mervyn H. Manning

    /S/ DAVID R. SCHRODER                             Director                             June 10, 1998
---------------------------
David R. Schroder

    /S/ THOMAS E. SEIPLE                              Director                             June 10, 1998
---------------------------
Thomas E. Seiple
4
6

                                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