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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PALWEB CORPORATION
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(Exact name of registrant as specified in its charter)
OKLAHOMA 75-1984048
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1607 WEST COMMERCE STREET
DALLAS, TEXAS 75208
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(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION PLAN OF PALWEB CORPORATION
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(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
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(Name and address of agent for service)
(405) 235-7700
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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
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Common Stock, par value $0.0001 per share 2,000,000 $2.8248 $5,649,600.00 $519.76
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(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.
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.
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.
(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
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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
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/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
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Warren F. Kruger
/s/ Bryan R. Kirchmer Director May 30, 2002
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Bryan R. Kirchmer
/s/ Bradley C. Shoup Director June 25, 2002
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Bradley C. Shoup
/s/ William W. Pritchard Director June 25, 2002
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William W. Pritchard
INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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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