Greystone Logistics, Inc. – ‘S-8’ on 7/12/02

On:  Friday, 7/12/02, at 11:50am ET   ·   Effective:  7/12/02   ·   Accession #:  1072613-2-1065   ·   File #:  333-92296

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Form S-8 Registration Statement                        5     33K 
 2: EX-5.1      Opinion of Crowe & Dunlevy                             1      8K 
 3: EX-23.1     Opinion of Hulme Rahhal Henderson, Inc.                1      5K 
 4: EX-24.1     Powers of Attorney                                     1      9K 

S-8   —   Form S-8 Registration Statement
Document Table of Contents

S-8
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================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 ---------------

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

 ---------------

PALWEB CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

     OKLAHOMA                                               75-1984048
-------------------------------                               ----------------  
(State or other jurisdiction of                               (I.R.S. Employer  
incorporation or organization)                               Identification No.)

1607 WEST COMMERCE STREET                                             
   DALLAS, TEXAS                                           75208
----------------------------------------                         ----------     
(Address of Principal Executive Offices)                         (Zip Code)     

 STOCK OPTION PLAN OF PALWEB CORPORATION
 ---------------------------------------
(Full title of the plan)

 CROWE & DUNLEVY, A PROFESSIONAL CORPORATION
 20 NORTH BROADWAY
1800 MID-AMERICA TOWER
 OKLAHOMA CITY, OKLAHOMA 73102
 ATTENTION: MICHAEL M. STEWART
 ---------------------------------------
 (Name and address of agent for service)

(405) 235-7700
 -------------------------------------------------------------
 (Telephone number, including area code, of agent for service)

                                                        [Enlarge/Download Table]

                         CALCULATION OF REGISTRATION FEE                                                                 
=========================================================================================================================
                                                                    PROPOSED               PROPOSED          AMOUNT OF   
TITLE OF SECURITIES                          AMOUNT TO BE       MAXIMUM OFFERING      MAXIMUM AGGREGATE     REGISTRATION 
TO BE REGISTERED                             REGISTERED(1)     PRICE PER SHARE(1)     OFFERING PRICE(1)         FEE      
-----------------------------------------   ---------------   --------------------   -------------------   --------------
                                                                                                                         
Common Stock, par value $0.0001 per share      2,000,000            $2.8248              $5,649,600.00         $519.76   
=========================================================================================================================

(1)  Estimated in accordance with Rule 457(h) solely for the purpose of         
     calculating the registration fee. A total of 2,000,000 shares, adjusted for
the Registrant's 1 for 50 reverse stock split effective June 25, 2002,
described below (the "Reverse Split"), have been reserved under the   
Registrant's Stock Option Plan, as amended, and are being registered  
  hereby. The proposed maximum aggregate offering price of 880,000 of such
     shares that are subject to outstanding options has been calculated based on
   the actual weighted average exercise price of such outstanding options of
$2.92 per share, adjusted for the Reverse Split. The proposed maximum 
aggregate offering price of the remaining 1,120,000 of such shares not
    subject to outstanding options has been calculated based on the average of
the high and low price of the Common Stock as reported on the National
Association of Securities Dealers Automatic Quotation National Market 
System for July 8, 2002, which average price was $2.75 per share.     

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   This Registration Statement has been filed for the purpose of registering
the offer and sale of 2,000,000 shares of Common Stock that may be issued or    
sold by PalWeb Corporation (the "Company") in connection with its Stock Option  
Plan, as amended (the "Plan"). Pursuant to the Plan, as adopted and approved by 
the Company's shareholders, 100,000,000 shares of Common Stock were reserved for
issuance in connection with the exercise of options under the Plan. Such number 
of shares and the corresponding exercise and offering prices referenced herein  
have been adjusted for the 1 for 50 reverse split of the Company's Common Stock 
made effective June 25, 2002.                                                   

PART I

 INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.*                                                    

ITEM 2.   REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*       

       *Information required by Items 1 and 2 of 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, as amended (the "Securities Act"), and the Note to Part I of
Form S-8.                                                   

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.                              

        The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:    

       (1)  The Company's Annual Report on Form 10-KSB for the fiscal year
ended May 31, 2001.                               

          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since May 31, 2001.                               

       (3)  The description of the Company's Common Stock contained in the
            Company's Form 8-K12G3 dated May 2, 2002, and filed on May 24,
2002.                                             

ITEM 4.   DESCRIPTION OF SECURITIES.                                            

Not applicable.                                             

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.                                

None.                                                       

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

         The Company's Certificate of Incorporation provides that, pursuant to
Oklahoma law, its directors will not be liable for monetary damages for breach  
of the directors' fiduciary duty of care to the Company and its shareholders.   
The provision in the Certificate of Incorporation does not eliminate the duty of
care and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Oklahoma law.    
However, such remedies may not be effective in all cases. In addition, each     
director will continue to be subject to liability for breach of the director's  
duty of loyalty to the Company, as well as for acts or omissions not in good    
faith or involving intentional misconduct, for knowing violations of law, for   
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful     
under Oklahoma law. The provision also does not affect a director's             
responsibilities under any other law, such as the state or federal securities   
laws.                                                                           

   Under Section 1031 of the Oklahoma General Corporation Act, the
Company has broad powers to indemnify its directors and officers against        
liabilities they may incur in such capacities, including liabilities under the  
Securities Act.                                                                 

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        The Company's Certificate of Incorporation provides that the Company
shall indemnify its directors and officers to the fullest extent permitted by   
Oklahoma law. The Certificate of Incorporation thus requires the Company to     
indemnify such persons against expenses, judgments, fines, settlements and other
amounts incurred in connection with any proceeding, whether actual or           
threatened, to which any such person may be made a party by reason of the fact  
that such person is or was a director or an officer of the Company or any of its
affiliated enterprises, provided such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal proceeding, had no reasonable    
cause to believe his conduct was unlawful. However, in the case of a derivative 
action, an officer or director will not be entitled to indemnification in       
respect of any claim, issue or matter as to which such person is adjudged to be 
liable to the Company, unless and only to the extent that the court in which the
action was brought determines that such person is fairly and reasonably entitled
to indemnity for expenses.                                                      

        In addition, the Company has entered into Indemnification Agreements
with each non-employee director of the Company which require the Company to     
indemnify such persons against certain liabilities and expenses incurred by any 
such persons by reason of their status or service as directors of the Company   
and which set forth procedures that will apply in the event of a claim for      
indemnification under such agreements. The Indemnification Agreements also      
require that the Company use commercially reasonable efforts to maintain        
policies of directors' and officers' liability insurance. The Company believes  
that these agreements enhance its ability to attract and retain highly qualified
directors.                                                                      

      As of the date of this Registration Statement, there is no pending
litigation or proceeding involving a director or officer of the Company as to   
which indemnification is being sought nor is the Company aware of any threatened
litigation that may result in claims for indemnification by any officer or      
director.                                                                       

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.                                  

Not applicable.                                             

ITEM 8.   EXHIBITS.                                                             

For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration 
Statement.                                                                      

ITEM 9.   UNDERTAKINGS.                                                         

   (a)  The undersigned registrant hereby undertakes that it will:

      (1)  File, during any period in which it offers or sells
                   securities, a post-effective amendment to this registration
statement to:                           

                   (i)  Include any prospectus required by Section 10(a)(3) of
the Securities Act;           

                 (ii) Reflect in the prospectus any facts or events which,
                   individually or together, represent a fundamental
               change in the information in the 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 a 20% change in the
                   maximum aggregate offering price set forth in the
                "Calculation of Registration Fee" table in the
       effective registration statement; and

                    (iii) Include any additional or changed material information
on the plan of distribution.  

                   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
              of this section do not apply if the registration statement is on
     Form S-3 or Form S-8, and the information required in a
        post-effective amendment is incorporated by reference from
        periodic reports filed by the Company under the Securities
Exchange Act of 1934.                             

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            (2)  For determining liability under the Securities Act, treat
           each post-effective amendment as a new registration
                    statement of the securities offered, and the offering of the
           securities at that time to be the initial bona fide
offering.                               

              (3)  File a post-effective amendment to remove from registration
                  any of the securities that remain unsold at the end of the
offering.                               

     (b)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 ( the "Act") may be permitted to
               directors, officers and controlling persons of the small business
            issuer pursuant to the foregoing provisions, or otherwise, the
               small business issuer 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 small business issuer
    of expenses incurred or paid by a director, officer or
               controlling person of the small business issuer 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 small business issuer 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 City of Oklahoma City, State of Oklahoma on June 25, 2002.    

                    PALWEB CORPORATION

                        By: /s/ Paul A. Kruger
                                             -----------------------------------
                        Paul A. Kruger
                                             Chairman of the Board and President

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

    NAME                          POSITION                        DATE
    ----                          --------                        ----

/s/ Paul A. Kruger              Chairman of the Board of           June 25, 2002
------------------------        Directors and President                         
Paul A. Kruger                  (principal executive officer,                   
           principal financial officer
                 and principal accounting officer)

/s/ Lyle W. Miller              Vice President, Marketing,         May 29, 2002 
------------------------        and Director                                    
Lyle W. Miller                                                                  

/s/ Warren F. Kruger            Director                           June 25, 2002
------------------------                                                        
Warren F. Kruger                                                                

/s/ Bryan R. Kirchmer           Director                           May 30, 2002 
------------------------                                                        
Bryan R. Kirchmer                                                               

/s/ Bradley C. Shoup            Director                           June 25, 2002
------------------------                                                        
Bradley C. Shoup                                                                

/s/ William W. Pritchard        Director                           June 25, 2002
------------------------                                                        
William W. Pritchard                                                            

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 INDEX TO EXHIBITS
 -----------------

EXHIBIT                                                                         
NO.                                DESCRIPTION                              
-------                              -----------                                

  4.1           Instruments Defining the Rights of Security Holders (included in
              the Company's Form 8-K12G3 dated May 2, 2002, and filed on May
24, 2002, incorporated herein by reference)     

5.1           Opinion of Crowe & Dunlevy, A Professional Corporation, on    
legality of securities                          

23.1           Consent of Hulme Rahhal Henderson, Inc.                        

 23.4           Consent of Crowe & Dunlevy, A Professional Corporation (included
in Exhibit 5.1)                                 

24.1           Powers of Attorney                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		7/12/02
		7/8/02		1
		6/25/02		1		4
		5/30/02		4
		5/29/02		4
		5/24/02		2		5			8-K12G3
		5/2/02		2		5			8-K,  8-K12G3
		5/31/01		2					10KSB40,  NT 10-K
									List all Filings