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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):
OCTOBER 1, 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 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) Effective October 1, 2004, the registrant's Chief Financial
Officer (and principal financial officer), William W. Rahhal, resigned from his
position as Chief Financial Officer of the registrant. As of the date of this
report, the registrant intends to utilize Mr. Rahhal's services in another
capacity, which has yet to be determined.
(c) Effective October 1, 2004, the registrant appointed a new Chief
Financial Officer (and principal financial officer), Robert H. Nelson.
Mr. Nelson is 59 years old. For the last three years, Mr. Nelson was
a financial consultant to the Key Auto Group, a retail automobile dealership
chain. Prior to that, Mr. Nelson was Chief Financial Officer to Fusion
Telecommunications International, Inc., a provider of long distance
international communication systems from 1999 to 2001. Mr. Nelson has also
served as Chief Financial Officer of: Trace International Holding, Inc., a
privately owned company with controlling interests in a variety of public and
privately owned companies from 1987 to 1999; United Auto Group, the second
largest publicly traded retail auto group in the United States from 1996 to
1999; and Ogden Allied Service and Allied Maintenance Corporation from 1982 to
1987. Prior to that, Mr. Nelson was with Coopers and Lybrand, the predecessor to
Price Waterhouse Coopers from 1970 to 1981. Mr. Nelson is a certified public
accountant and a graduate of Manhattan College.
As of the date of this report, the registrant and Mr. Nelson have
not entered into an employment agreement.
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: October 7, 2004 By: /s/ Robert H. Nelson
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Robert H. Nelson
Chief Financial Officer