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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):
AUGUST 31, 2004
PALWEB CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OKLAHOMA 000-26331 75-2954680
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1613 E. 15TH, TULSA, OKLAHOMA 74120
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(Address of principal executive offices) (Zip Code)
(918) 583-7441
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(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):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 2 - FINANCIAL INFORMATION
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 31, 2004, the Registrant issued a press release announcing
its results for the fiscal year ended May 31, 2004. A copy of such press release
is furnished as Exhibit 99.1 hereto.
The information being furnished hereunder discloses EBITDA (earnings
(loss) before interest (including preferred dividends), taxes, depreciation
(including impairments) and amortization), a non-GAAP financial measure within
the meaning of Regulation G promulgated by the Securities and Exchange
Commission. The Registrant believes that EBITDA is a useful measure of
evaluating its financial performance because of its focus on the Registrant's
results from operations before interest, income taxes, depreciation and
amortization. EBITDA is utilized for internal analysis of the Registrant. EBITDA
is not a measure of financial performance under generally accepted accounting
principles ("GAAP") and should not be considered in isolation or as an
alternative to other financial measures determined under GAAP. However, EBITDA
is commonly used by investors, financial analysts and rating agencies as an
alternative measure of evaluating, comparing and rating operating performance.
EBITDA presented by the Registrant may not be comparable to similarly titled
measures reported by other companies.
The information in this Form 8-K, including exhibits, is being
furnished pursuant to Item 2.02 of this report and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it
be incorporated by reference into any registration statement filed by the
Registrant under the Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated therein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated August 31, 2004.
SIGNATURES
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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 1, 2004 By: /s/ Warren F. Kruger
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Warren F. Kruger
President and Chief Executive Officer