Palweb Corporation Reincorporates in Oklahoma
DALLAS--May 8, 2002--PalWeb Corporation (OTCBB:PAEB) announced today that it has completed a redomiciliation merger resulting in the company's reincorporation in the State of Oklahoma.PalWeb's shareholders approved the redomiciliation merger at the company's annual meeting held on April 22, 2002. PalWeb's presence in Oklahoma had been previously established by the maintenance of its corporate offices in Norman, Okla. As part of its re-incorporation, certain deficiencies that existed in the prior certificate and bylaws adopted by prior ownership, have been amended or deleted. PalWeb will now operate under a new certificate of incorporation and bylaws.
As more fully described in the Information Statement filed by PalWeb with the Securities and Exchange Commission on March 22, 2002, the merger of PalWeb into its wholly-owned Oklahoma subsidiary was effected for the purposes of redomiciling PalWeb to the State of Oklahoma, authorizing additional shares of common and preferred stock, and authorizing the Board of Directors to approve a reverse stock split. In addition, the shareholders approved PalWeb's stock option plan, as amended, which had been previously adopted by the Board of Directors.
PalWeb's Board of Directors believed that the increase and other changes to its authorized capital were necessary to provide shares required for issuance in the event of the exercise of outstanding warrants and options and the conversion of outstanding preferred stock and to raise further capital in the future. The Board has no present plans to issue additional shares other than upon exercise of options or warrants, if they are exercised. Each of PalWeb's incumbent directors, Paul A. Kruger, Lyle W. Miller, Warren F. Kruger, Bryan R. Kirchmer, Bradley C. Shoup and William W. Pritchard, were re-elected to serve until the next annual meeting of shareholders. Although PalWeb's new certificate of incorporation permits a reverse stock split at an exchange ratio of not more than 1-for-100 shares of common stock, no decision has been made by the company's Board of Directors as to when or at what exact exchange ratio a reverse stock split may be effected.
"The leadership and experience of our Board of Directors has allowed PalWeb to accomplish its recent successes, including receiving UL certification for the company's fire retardant pallet as well as the completion of the company's patent-pending Powerfeed Injection Molding System," said Paul A. Kruger, PalWeb Chairman and CEO.
"All of the pieces of our business plan are coming together," added Kruger. "I'm really looking forward to the opportunities the year will hold for us as a company."
PalWeb Corporation is a development stage company that develops, manufactures and sells high quality plastic pallets that provide innovative logistics solutions needed by a wide range of industries such as automotive, chemical and consumer products; grocery, produce and food production; paper and forest products; as well as retailing and steel and Metals industries. PalWeb's patented plastic pallet design has passed ASTM (American Society for Testing and Materials) standard industry testing (Standard D1185-98a and D 4728-91) for strength and durability, and the Underwriters Laboratory (UL) Standard 2335 Classification Flammability tests for commodity storage and idle pallet storage. The company's plastic pallets are 100% recyclable making them a viable alternative to wood pallets with demand for the product driven by growing environmental concerns and new government regulations. For more information visit PalWeb online at www.palweb.net.
This press release includes certain statements that may be deemed "forward-looking statements" within the meaning of the federal securities laws. All statements, other than statements of historical facts that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future, including the potential sales of pallets or other possible business developments, are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, including the ability of the company to continue as a going concern. Actual results may vary materially from the forward-looking statements. For a list of certain material risks relating to PalWeb and its products, see PalWeb's Form 10-KSB for the period ended May 31, 2001, which was filed on September 13, 2001.