<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. STOCK OPTION AGREEMENT WITH

                                GEORGE H. WELLS
              ----------------------------------------------------
                           (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
----------------------------------------------------------------------------------------------------------------------------
 Title of Securities      Amount of Shares      Proposed Maximum      Proposed Maximum      Amount of
 to be Registered         to be Registered      Offering Price per    Aggregate Offering    Registration Fee
                                                Share (2)             Price (2)                                                
----------------------------------------------------------------------------------------------------------------------------
 <S>                           <C>                 <C>                  <C>                  <C>
 Common Stock,
 $.05 par value per share
 (including options to
 acquire such Common Stock)    450,000 (1)         $2.00                $900,000             $272.73                       
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(cover page continued over)





<PAGE>   2



(1) This Registration Statement covers a Stock Option Agreement with George H.
Wells dated August 26, 1997 (the "Agreement") for an aggregate amount of
450,000 shares of the Registrant's Common Stock issuable upon exercise of such
stock option.

(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>   3





                                     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, 1997;

        B.  All other reports filed by the Company pursuant to Sections 13(a) 
            and 15(d) of the Exchange Act since March 31, 1997; 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>   4




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 (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).

*  4.8   Stock Option Agreement with George H. Wells, dated August 26, 1997.

*  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 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.





                                      2
<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 Corry, Commonwealth of Pennsylvania, on this
26th day of August, 1997.

                                    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 Officer, President, and Director 
    /S/ GEORGE H. WELLS                   (Principal Executive Officer)                August 26, 1997
------------------------------                                                                               
 George H. Wells                          

    /S/ WILLIAM C. DAVIS                  Vice President, Secretary, and               August 26, 1997
------------------------------                       Director                                              
 William C. Davis                                    

    /S/ TIMOTHY M. HUNTER               Chief Financial Officer, Treasurer             August 26, 1997
------------------------------          and Assistant Secretary (Principal
 Timothy M. Hunter                       Financial and Accounting Officer)
                                             

    /S/ ROBERT J. FULTON                             Director                          August 26, 1997
------------------------------                                                                              
 Robert J. Fulton

    /S/ DAVID L. HART                                Director                          August 26, 1997
------------------------------                                                                    
 David L. Hart

    /S/ RICHARD C. KLAFFKY                           Director                          August 26, 1997
------------------------------                                                                    
 Richard C. Klaffky

    /S/ MERVYN H. MANNING                            Director                          August 26, 1997
------------------------------                                                                    
 Mervyn H. Manning

    /S/ DAVID R. SCHRODER                            Director                          August 26, 1997
------------------------------                                                                    
 David R. Schroder

    /S/ THOMAS E. SEIPLE                             Director                          August 26, 1997
------------------------------                                                                    
 Thomas E. Seiple
</TABLE>





                                      3
<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 (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).

*  4.8   Stock Option Agreement with George H. Wells, dated August 26, 1997.

*  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








                                      4
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17683}]
{"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": "333-34807", "film-number": "97674291"}, "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. STOCK OPTION AGREEMENT WITH

                                GEORGE H. WELLS
              ----------------------------------------------------
                           (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
----------------------------------------------------------------------------------------------------------------------------
 Title of Securities      Amount of Shares      Proposed Maximum      Proposed Maximum      Amount of
 to be Registered         to be Registered      Offering Price per    Aggregate Offering    Registration Fee
                                                Share (2)             Price (2)                                                
----------------------------------------------------------------------------------------------------------------------------
Common Stock,
 $.05 par value per share
 (including options to
 acquire such Common Stock)    450,000 (1)         $2.00                $900,000             $272.73                       
----------------------------------------------------------------------------------------------------------------------------
(cover page continued over)
2

(1) This Registration Statement covers a Stock Option Agreement with George H.
Wells dated August 26, 1997 (the "Agreement") for an aggregate amount of
450,000 shares of the Registrant's Common Stock issuable upon exercise of such
stock option.

(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.
3

                                     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, 1997;

        B.  All other reports filed by the Company pursuant to Sections 13(a) 
            and 15(d) of the Exchange Act since March 31, 1997; 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.
4

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 (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).

*  4.8   Stock Option Agreement with George H. Wells, dated August 26, 1997.

*  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 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.

                                      2
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 Corry, Commonwealth of Pennsylvania, on this
26th day of August, 1997.

                                    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 Officer, President, and Director 
    /S/ GEORGE H. WELLS                   (Principal Executive Officer)                August 26, 1997
------------------------------                                                                               
 George H. Wells                          

    /S/ WILLIAM C. DAVIS                  Vice President, Secretary, and               August 26, 1997
------------------------------                       Director                                              
 William C. Davis                                    

    /S/ TIMOTHY M. HUNTER               Chief Financial Officer, Treasurer             August 26, 1997
------------------------------          and Assistant Secretary (Principal
 Timothy M. Hunter                       Financial and Accounting Officer)
                                             

    /S/ ROBERT J. FULTON                             Director                          August 26, 1997
------------------------------                                                                              
 Robert J. Fulton

    /S/ DAVID L. HART                                Director                          August 26, 1997
------------------------------                                                                    
 David L. Hart

    /S/ RICHARD C. KLAFFKY                           Director                          August 26, 1997
------------------------------                                                                    
 Richard C. Klaffky

    /S/ MERVYN H. MANNING                            Director                          August 26, 1997
------------------------------                                                                    
 Mervyn H. Manning

    /S/ DAVID R. SCHRODER                            Director                          August 26, 1997
------------------------------                                                                    
 David R. Schroder

    /S/ THOMAS E. SEIPLE                             Director                          August 26, 1997
------------------------------                                                                    
 Thomas E. Seiple
3
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 (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).

*  4.8   Stock Option Agreement with George H. Wells, dated August 26, 1997.

*  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

                                      4