Greystone Logistics, Inc. ("Greystone" or the "Company") was incorporated in Delaware on February 24, 1969, under the name Permaspray Manufacturing Corporation. It changed its name to Browning Enterprises Inc. in April 1982, to Cabec Energy Corp. in June 1993, to PalWeb Corporation in April 1999 and became Greystone Logistics, Inc. in March 2005 as further described below. In December 1997, Greystone acquired all of the issued and outstanding stock of Plastic Pallet Production, Inc., a Texas corporation ("PPP"), and since that time, Greystone has primarily been engaged in the business of manufacturing and selling plastic pallets.
On May 2, 2002, Greystone completed a redomiciliation merger having the effect of changing its state of incorporation from Delaware to Oklahoma. The redomiciliation merger did not result in any change in the number of shares owned or percentage of ownership of any shareholder of the Company, nor did it result in any change in the business, management, location of the principal executive offices, assets, liabilities or shareholders' equity of the Company. Upon completion of the merger, each outstanding share of Greystone's common stock, par value $0.10 per share, was automatically converted into one share of common stock, par value $0.0001 per share, of Greystone as an Oklahoma corporation, and each outstanding share of Greystone's Series 2001 12% Cumulative Convertible Senior Preferred Stock ("2001 Preferred Stock") was automatically converted into one share of 2001 Preferred Stock of Greystone as an Oklahoma corporation under the same terms and conditions.
As authorized by Greystone's certificate of incorporation, Greystone's Board of Directors determined in 2002 that a reverse split of Greystone's common stock would be beneficial to the Company by enhancing the efficiency of the market for the stock. Accordingly, the Board approved a reverse split of 1 share for each 50 shares of common stock outstanding. The reverse split was effective as of June 25, 2002. At such time, appropriate adjustments were also made to the terms of the outstanding 2001 Preferred Stock, warrants and stock options of the Company to reflect the reverse stock split in accordance with the terms of such instruments. Unless otherwise noted, all references in this Form 10-KSB to the shares of the Company's common stock, including historical references to the common stock of the Company issued in connection with transactions occurring prior to the effective date of the reverse stock split, refer to the number and price of such shares as adjusted for the reverse split. Effective September 8, 2003, the holders of Greystone's 2001 Preferred Stock elected to convert all of their 2001 Preferred Stock into 5,250,000 shares of common stock.
On May 2, 2002, Greystone completed a redomiciliation merger having the effect of changing its state of incorporation from Delaware to Oklahoma. The redomiciliation merger did not result in any change in the number of shares owned or percentage of ownership of any shareholder of the Company, nor did it result in any change in the business, management, location of the principal executive offices, assets, liabilities or shareholders' equity of the Company. Upon completion of the merger, each outstanding share of Greystone's common stock, par value $0.10 per share, was automatically converted into one share of common stock, par value $0.0001 per share, of Greystone as an Oklahoma corporation, and each outstanding share of Greystone's Series 2001 12% Cumulative Convertible Senior Preferred Stock ("2001 Preferred Stock") was automatically converted into one share of 2001 Preferred Stock of Greystone as an Oklahoma corporation under the same terms and conditions.
As authorized by Greystone's certificate of incorporation, Greystone's Board of Directors determined in 2002 that a reverse split of Greystone's common stock would be beneficial to the Company by enhancing the efficiency of the market for the stock. Accordingly, the Board approved a reverse split of 1 share for each 50 shares of common stock outstanding. The reverse split was effective as of June 25, 2002. At such time, appropriate adjustments were also made to the terms of the outstanding 2001 Preferred Stock, warrants and stock options of the Company to reflect the reverse stock split in accordance with the terms of such instruments. Unless otherwise noted, all references in this Form 10-KSB to the shares of the Company's common stock, including historical references to the common stock of the Company issued in connection with transactions occurring prior to the effective date of the reverse stock split, refer to the number and price of such shares as adjusted for the reverse split. Effective September 8, 2003, the holders of Greystone's 2001 Preferred Stock elected to convert all of their 2001 Preferred Stock into 5,250,000 shares of common stock.
Also effective September 8, 2003, Greystone acquired substantially all of the assets of Greystone Plastics, Inc., an Iowa corporation, through the purchase of such assets by Greystone's newly formed, wholly-owned subsidiary, Greystone Manufacturing, L.L.C., an Oklahoma limited
liability company ("GSM"). Greystone Plastics, Inc. was a manufacturer of plastic pallets used in the beverage industry. For more information regarding the acquisition, see "Acquisition of Assets of Greystone Plastics, Inc." under this Item 1.
Effective as of March 18, 2005, the Company caused its newly formed, wholly owned subsidiary, Greystone Logistics, Inc., an Oklahoma corporation, to be merged with and into the Company. In connection with such merger and as of the effective time of the merger, the Company amended its certificate of incorporation by changing its name to Greystone Logistics, Inc., pursuant to the terms of the certificate of ownership and merger filed by the Company with the Secretary of State of Oklahoma. Also in connection with such merger, the Company amended its bylaws to change its name to Greystone Logistics, Inc.
