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):
MARCH 18, 2005
GREYSTONE LOGISTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OKLAHOMA 000-26331 75-2954680
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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1613 E. 15TH, TULSA, OKLAHOMA 74120
(Address of principal executive offices) (Zip Code)
(918) 583-7441
(Registrant's telephone number, including area code)
PALWEB CORPORATION
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Effective as of March 18, 2005, the Registrant caused a newly formed subsidiary that was wholly owned by the Registrant, Greystone Logistics, Inc., an Oklahoma corporation, to be merged with and into the Registrant. In connection with such merger and as of the effective time of the merger, the Registrant amended its Certificate of Incorporation by changing its name to Greystone Logistics, Inc., pursuant to the terms of the Certificate of Ownership and Merger filed by the Registrant with the Secretary of State of Oklahoma. Also in connection with such merger, the Registrant amended its Bylaws to change its name to Greystone Logistics, Inc.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
4.1 Certificate of Ownership and Merger Merging Greystone Logistics, Inc., into PalWeb Corporation.
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: March 24, 2004 By: /s/ Robert H. Nelson
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Robert H. Nelson
Chief Financial Officer and
Chief Operating Officer
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
GREYSTONE LOGISTICS, INC.,
AN OKLAHOMA CORPORATION
INTO
PALWEB CORPORATION,
AN OKLAHOMA CORPORATION
(PURSUANT TO SECTION 1083 OF THE OKLAHOMA GENERAL CORPORATION ACT)
PalWeb Corporation, an Oklahoma corporation ("Parent"),
DOES HEREBY CERTIFY:
FIRST: That Greystone Logistics, Inc., an Oklahoma corporation ("Subsidiary") was incorporated on the 2nd day of March, 2005, pursuant to the Oklahoma General Corporation Act (the "OGCA"), the provisions of which permit the merger of two or more corporations organized and existing under the laws of Oklahoma.
SECOND: That Parent owns 100% of the outstanding capital stock of Subsidiary.
THIRD: That Parent, by the following preambles and resolutions of its Board of Directors, duly adopted at a meeting of such Board held on March 7, 2005, duly authorized and approved the merger of Subsidiary with and into Parent on the conditions set forth in such preambles and resolutions:
WHEREAS, Subsidiary desires to merge into Parent pursuant to
Section 1083 of the OGCA;
NOW, THEREFORE, BE IT RESOLVED, that Subsidiary be merged with and into Parent (the "Merger");
BE IT FURTHER RESOLVED, that, in connection with the implementation of the Merger, as authorized and approved in the immediately preceding resolution, the officers of Parent be, and each of them individually hereby is, authorized and directed for and on behalf of Parent to execute, deliver, record, file and certify all such certificates, agreements, documents and other instruments, including without limitation this Certificate of Ownership and Merger as required under the OGCA, and to do such further acts and things as the officer or officers so acting may consider and determine necessary, advisable or convenient, as shall be conclusively evidenced by his or her signature affixed thereon;
BE IT FURTHER RESOLVED, that at the Effective Time of the Merger, Parent shall succeed to all of the assets and properties of Subsidiary and it shall be liable for all of the indebtedness and obligations of Subsidiary. This Certificate of Ownership and Merger shall constitute, as of the Effective Time of the Merger, an assignment and conveyance to Parent of all of the assets and properties, real, personal and intangible, of Subsidiary and an assumption by Parent, as of the Effective Time of the Merger, of all indebtedness, obligations and liabilities of Subsidiary;
BE IT FURTHER RESOLVED, that the Certificate of Incorporation and the Bylaws of Parent, as in effect immediately prior to the Effective Time of the Merger, shall be the Certificate of Incorporation and Bylaws of Parent, as the surviving corporation, from and after the Effective Time of the Merger until amended in accordance with Oklahoma law; provided such Certificate of Incorporation and Bylaws shall be amended to change the name of Parent to "Greystone Logistics, Inc.";
BE IT FURTHER RESOLVED, that the officers and directors of Parent in office immediately prior to the Effective Time of the Merger shall be the officers and directors of Parent, as the surviving corporation, from and after the Effective Time of the Merger, until changed in accordance with Oklahoma law;
BE IT FURTHER RESOLVED, that the Merger shall be effective upon the filing of this Certificate of Ownership and Merger, in accordance with the requirements of Oklahoma law, in the office of the Secretary of State of Oklahoma (the "Effective Time of the Merger").
FOURTH: That the Merger has been adopted, approved, certified, executed and acknowledged by Subsidiary in accordance with the OOCA.
IN WITNESS WHEREOF, Pal Web Co oration has caused this Certificate to be signed by Warren F. Kruger, its President as of the 14th day of March, 2005.
PAL WEB CORPORATION,
an Oklahoma corporation
By: /s/ Warren F. Kruger
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Warren F. Kruger, President
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