U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
000-26331
(CHECK ONE): CUSIP NUMBER
69763T 10 8
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: MAY 31, 2003
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-k
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant PALWEB CORPORATION
Former Name if Applicable
1607 WEST COMMERCE STREET
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Address of Principal Executive Office (STREET AND NUMBER)
DALLAS, TEXAS 75208
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City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
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|_| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
Needed)
THE REGISTRANT IS IN THE PROCESS OF FINALIZING ITS FORM 10-KSB FOR THE PERIOD
ENDED MAY 31, 2003, AND OBTAINING APPROVAL FROM ITS BOARD OF DIRECTORS AND
AUDITOR OF SUCH FORM 10-KSB. THE REGISTRANT'S LIMITED PERSONNEL AND RESOURCES
HAVE IMPAIRED THE REGISTRANT'S ABILITY TO PREPARE AND TO TIMELY FILE ITS FORM
10-KSB.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
WILLIAM W. RAHHAL (580) 223-6454
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
THE CONSOLIDATED NET LOSS FOR THE FISCAL YEAR 2003 WILL BE APPROXIMATELY
$768,000 GREATER THAN THE CONSOLIDATED NET LOSS FOR 2002 DUE PRINCIPALLY TO A
NONRECURRING LOSS ON IMPAIRMENT OF EQUIPMENT OF ABOUT $311,000 AND STARTUP COSTS
INCURRED DURING THE EARLY PART OF THE YEAR FOR THE NEWLY INSTALLED PRODUCTION
EQUIPMENT. THE NET LOSS AVAILABLE TO COMMON SHAREHOLDERS FOR THE FISCAL YEAR
2003 WILL BE APPROXIMATELY $0.79 PER SHARE COMPARED TO $0.57 PER SHARE FOR THE
FISCAL YEAR 2002. THE CHANGE IN PER SHARE AMOUNTS IS DUE PRIMARILY TO AN
INCREASE IN DIVIDENDS ON PREFERRED STOCK IN FISCAL YEAR 2003 OF APPROXIMATELY
$690,000 AND THE EXPENSES DESCRIBED ABOVE.
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PALWEB CORPORATION
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date AUGUST 29, 2003 By /S/ WILLIAM W. RAHHAL
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the Form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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