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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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 22, 2004
PALWEB CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 000-26331 75-1984048
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1613 E. 15th, Tulsa, Oklahoma 74120
(Address of principal executive offices) (Zip Code)
(918) 583-7441
(Registrant's telephone number, including area code)
1607 West Commerce Street, Dallas, Texas, 75208
(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated March 22, 2004.
Item 12. Results of Operations and Financial Conditions
On March 22, 2004, the Registrant issued a press release announcing its
results for the third quarter period ended February 29, 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 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 12 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.
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 22, 2004 By: /s/ Warren F. Kruger
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Warren F. Kruger
President and Chief Executive Officer