Greystone Logistics, Inc. – ‘8-K’ for 9/8/03

On:  Tuesday, 9/23/03, at 5:15pm ET   ·   For:  9/8/03   ·   Accession #:  1072613-3-1571   ·   File #:  0-26331

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Palweb Corporation Form 8-K                            4     23K 
 2: EX-4.1      Certificate of Designation                            11     53K 
 3: EX-10.1     Asset Purchase Agreement                              13     57K 
12: EX-10.10    Equipment Lease                                        7     29K 
13: EX-10.11    Lease Agreement                                       12     47K 
14: EX-10.12    Security Agreement                                     8     34K 
15: EX-10.13    Guaranty of Obligations                                3     16K 
16: EX-10.14    Guarantee of Obligations                               3     16K 
17: EX-10.15    Stock Pledge Agreement                                 7     29K 
 4: EX-10.2     Senior Secured Promissory Note                         2±    11K 
 5: EX-10.3     Real Estate Note                                       2±    11K 
 6: EX-10.4     Wraparound Promissory Note                             2±     9K 
 7: EX-10.5     Security Agreement                                     8     35K 
 8: EX-10.6     Employment Agreement                                   5     25K 
 9: EX-10.7     Asset Purchase Agreement                               7     30K 
10: EX-10.8     Letter Agreement                                       1      9K 
11: EX-10.9     Sale Agreement                                         5     22K 

8-K   —   Palweb Corporation Form 8-K
Document Table of Contents

8-K
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================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

 SEPTEMBER 8, 2003

PALWEB CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        OKLAHOMA                     000-26331              75-2954680
(STATE OR OTHER JURISDICTION OF  (COMMISSION FILE NUMBER)  (I.R.S. EMPLOYER 
   INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

1607 WEST COMMERCE STREET, DALLAS, TEXAS                75208   
(Address of principal executive offices)              (Zip Code)

(214) 698-8330
(Registrant's telephone number, including area code)

NOT APPLICABLE
 (Former name or former address, if changed since last report)

================================================================================

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ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS                          
------------------------------------        
        (a) On September 8, 2003, PalWeb Corporation completed the acquisition
of all of the assets of Greystone Plastics, Inc., an Iowa corporation, through  
the purchase of such assets by a newly formed, wholly-owned subsidiary of PalWeb
Corporation, Greystone Manufacturing, L.L.C., an Oklahoma limited liability     
company. Greystone Plastics, Inc. is a manufacturer of plastic pallets, which   
are used in the beverage industry. The purchase price for the assets was        
$12,500,000, of which $4,200,000 was paid in cash and $8,300,000 was paid by    
issuing the following notes: a $5,000,000 note payable to Greystone Plastics,   
Inc. at 7.5% interest, due October 1, 2008; a $2,500,000 note payable to        
Greystone Plastics, Inc. at 7.5% interest, due October 1, 2018; and an $800,000 
note payable to Bill Hamilton, one of the owners of Greystone Plastics, Inc, at 
6% interest, due October 26, 2007. The cash payment was financed through the    
issuance of the preferred stock discussed under Item 5. The notes issued to     
Greystone Plastics, Inc. are secured by the assets acquired from Greystone      
Plastics, Inc. The $800,000 note issued to Bill Hamilton is a wraparound note   
pursuant to which PalWeb Corporation has assumed the liabilities of Greystone   
Plastics, Inc. under that certain loan agreement between US Bancorp Equipment   
Finance, Inc. and Greystone Plastics, Inc. dated February 12, 2003 (which loan  
was guaranteed by Bill Hamilton) pursuant to which US Bancorp loaned Greystone  
Plastics, Inc. the money necessary to purchase an extruder, which was included  
in the assets acquired from Greystone Plastics, Inc. In connection with the     
acquisition, Greystone Manufacturing, L.L.C. hired Mr. Hamilton to oversee the  
operation of the assets acquired from Greystone Plastics, Inc. and assist PalWeb
with other production matters. The consideration paid in these transactions was 
determined through arm's-length negotiations between the parties. The material  
terms and conditions of these transactions are set forth in the agreements      
included as exhibits to this Form 8-K.                                          

  Also on September 8, 2003, PalWeb completed a sale and leaseback
transaction whereby it sold its Dallas plant for $1,350,000 and certain         
production equipment located in its Dallas plant for $5,650,000 to a company    
owned by Paul Kruger, a major stockholder of PalWeb, in exchange for the        
cancellation of debt in the amount of $7,000,000 owed by PalWeb Corporation to  
Paul Kruger. The assets were sold at the assets' approximate net book value. The
lease agreement for the plant is a three year triple net lease with a monthly   
rental of $17,720. The equipment lease is for 130 months with a monthly rental  
of $48,000 beginning six months after the first day of the lease. The material  
terms and conditions of these transactions are set forth in the agreements      
included as exhibits to this Form 8-K.                                          

(b) Greystone Plastics, Inc. was engaged in the business of   
manufacturing and selling plastic pallets to one large customer in the beverage 
industry. Through its wholly-owned subsidiary, Greystone Plastics, L.L.C.,      
PalWeb Corporation intends to continue to use the assets acquired from Greystone
Plastics, Inc. to supply Greystone Plastics, Inc.'s customer and to use such    
assets in combination with PalWeb's existing assets to expand sales to other    
participants in the beverage industry.                                          

ITEM 5.           OTHER EVENTS AND REGULATION FD DISCLOSURE                     
-----------------------------------------   
      Simultaneously with the acquisition described in Item 2 above and in
order to partially finance such acquisition, PalWeb sold 50,000 shares of       
preferred stock designated "Series 2003 Cumulative Convertible Senior Preferred 
Stock" ("2003 Preferred Stock"), to Paul Kruger, a major stockholder of PalWeb, 
at $100 per share for a total purchase price of $5,000,000. The 2003 Preferred  
Stock has a dividend rate equal to the prime rate of interest plus 3.25% and may
be converted into common stock at the conversion rate of $1.50 per share, or for
an aggregate of 3,333,333 shares of common stock. In addition, the holder of the
2003 Preferred Stock has been granted certain                                   

8-K
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voting rights so that such holder has the right to elect a majority of the Board
of Directors of PalWeb. The material terms and conditions of this 2003 Preferred
Stock are set forth in the Certificate of Designation relating to such 2003     
Preferred Stock included as an exhibit to this Form 8-K. The offer and sale of  
the shares of the 2003 Preferred Stock was not registered under the Securities  
Act of 1933, as amended, in reliance upon the exemption from the registration   
requirements of that act provided by Section 4(2) thereof and Regulation D      
promulgated by the Securities and Exchange Commission thereunder. Paul Kruger is
a sophisticated accredited investor with the experience and expertise to        
evaluate the merits and risks of an investment in PalWeb Corporation stock and  
the financial means to bear the risks of such an investment. Paul Kruger was    
provided access to all of the material information regarding PalWeb Corporation 
that he would have received if the offer and sale of the securities had been    
registered.                                                                     

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS                             
---------------------------------           
     (a) and (b) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED AND PRO FORMA
FINANCIAL INFORMATION. It is impracticable to provide the financial statements  
and pro forma financial information related to the acquisition of the assets    
from Greystone Plastics, Inc. at the time of this filing. The information       
required to be reported shall be filed by an amendment to this report on or     
before November 24, 2003.                                                       

(c) EXHIBITS.                                                 

              4.1    Certificate of the Designation, Preferences, Rights and
             Limitations of PalWeb Corporation's Series 2003
           Cumulative Convertible Senior Preferred Stock

                10.1   Asset Purchase Agreement between Greystone Plastics, Inc.
                    and Greystone Manufacturing, L.L.C. dated September 3,
2003                              

      10.2   Senior Secured Promissory Note in the amount of
            $5,000,000 payable to Greystone Plastics, Inc.

              10.3   Real Estate Note in the amount of $2,500,000 payable to
Greystone Plastics, Inc.          

              10.4   Wraparound Promissory Note in the amount of $799,454.06
payable to Bill Hamilton          

              10.5   Security Agreement between Greystone Plastics, Inc. and
                     Greystone Manufacturing, L.L.C. dated September 3, 2003

            10.6   Employment Agreement between Greystone Manufacturing,
              L.L.C. and Bill Hamilton dated September 3, 2003

      10.7   Asset Purchase Agreement between Plastic Pallet
                    Production, Inc. and 1607 Commerce Limited Partnership
dated September 8, 2003           

               10.8   Letter Agreement between Plastic Pallet Production, Inc.
                      and 1607 Commerce Limited Partnership dated September 8,
             2003 10.9 Sale Agreement between Plastic Pallet
                    Production, Inc. and 1607 Commerce Limited Partnership
dated September 8, 2003           

                10.10  Equipment Lease between 1607 Commerce Limited Partnership
                    and Plastic Pallet Production, Inc. dated September 8,
2003                              

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                10.11  Lease Agreement between 1607 Commerce Limited Partnership
                    and Plastic Pallet Production, Inc. dated September 8,
2003                              

           10.12  Security Agreement among PalWeb Corporation, Plastic
                      Pallet Production, Inc., Greystone Manufacturing, L.L.C.
                      and 1607 Commerce Limited Partnership dated September 8,
2003                              

              10.13  Guaranty of Obligations of Tenant Pursuant to Equipment
                      Lease by PalWeb Corporation and Greystone Manufacturing,
L.L.C. dated September 8, 2003    

             10.14  Guaranty of Obligations of Tenant Pursuant to Lease by
                    PalWeb Corporation and Greystone Manufacturing, L.L.C.
dated September 8, 2003           

            10.15  Stock Pledge Agreement between PalWeb Corporation and
                       1607 Commerce Limited Partnership dated September 8, 2003

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the    
undersigned hereunto duly authorized.                                           

            PALWEB CORPORATION

Date:  September 23, 2003            By: /s/ Warren F. Kruger                   
                                        --------------------------------------
                  Warren F. Kruger
                                        President, Chief Financial Officer and
                             Principal Executive Officer

3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		10/1/18		2
		10/1/08		2
		10/26/07		2					8-K/A
		11/24/03		3
Filed on:		9/23/03		4
For Period End:		9/8/03		1		4			8-K,  8-K/A
		9/3/03		3
		2/12/03		2
									List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/28/23  Greystone Logistics, Inc.         10-K        5/31/23   82:5.4M                                   M2 Compliance LLC/FA
 8/23/22  Greystone Logistics, Inc.         10-K/A      5/31/22   79:5.1M                                   M2 Compliance LLC/FA
 8/19/22  Greystone Logistics, Inc.         10-K        5/31/22   79:5.1M                                   M2 Compliance LLC/FA
 8/20/21  Greystone Logistics, Inc.         10-K        5/31/21   79:3.8M                                   M2 Compliance LLC/FA
 8/24/20  Greystone Logistics, Inc.         10-K        5/31/20   81:4M                                     M2 Compliance LLC/FA