================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 3*
GREYSTONE LOGISTICS, INC.
(Name of Issuer)
Common Stock, par value $.0001
(Title of Class of Securities)
39807A100
(CUSIP Number)
Michael M. Stewart, Esquire
Crowe & Dunlevy
20 N. Broadway
Suite 1800
Oklahoma City, Oklahoma 73102
(405) 235-7747
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 2007
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ?
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
================================================================================
=================== ===========
CUSIP No. 39807A100 PAGE 2 OF 8
=================== ===========
================================================================================
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul A. Kruger
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
(7) SOLE VOTING POWER 0
NUMBER OF -------------------------------------------------------
SHARES (8) SHARED VOTING POWER 3,939,298
BENEFICIALLY
OWNED BY
EACH -------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON
WITH
-------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 3,939,298
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,139,298
--------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.88%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (See Instructions)
IN
================================================================================
2
=================== ===========
CUSIP No. 39807A100 PAGE 3 OF 8
=================== ===========
================================================================================
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Indigo Plastics, LLC
42-1603476
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
(7) SOLE VOTING POWER 0
NUMBER OF -------------------------------------------------------
SHARES (8) SHARED VOTING POWER 3,711,014
BENEFICIALLY
OWNED BY
EACH -------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON
WITH
-------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 3,711,014
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,711,014
--------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.24%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (See Instructions)
OO
================================================================================
3
=================== ===========
CUSIP No. 39807A100 PAGE 4 OF 8
=================== ===========
PRELIMINARY STATEMENT
---------------------
This Amendment No. 3 to Schedule 13D is filed by Paul A. Kruger and Indigo
Plastics, LLC, an Oklahoma limited liability company ("Indigo"), with respect to
the beneficial ownership of shares of common stock, par value $0.0001 per share
("Common Stock"), of Greystone Logistics, Inc., an Oklahoma corporation
("Greystone"). For the purposes of this Amendment No. 3, Mr. Kruger and Indigo
are sometimes referred to as the "Reporting Persons."
This Amendment No. 3 to Schedule 13D amends the initial statement on Schedule
13D filed by Mr. Kruger on October 18, 2000, Amendment No. 1 to Schedule 13D
filed by Mr. Kruger and Hildalgo Trading Co., L.C., a Florida limited liability
company ("Hildalgo"), on March 22, 2002 and Amendment No. 2 to Schedule 13D
filed by Mr. Kruger and Hildalgo on March 13, 2003 (collectively, the "Schedule
13D").
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the same meaning ascribed to them in the Schedule 13D. Except as
indicated herein, the information set forth in the Schedule 13D remains
unchanged.
Item 1. Security and Issuer.
--------------------
The information set forth in the Schedule 13D with respect to this Item 1 is
hereby amended and restated to read, in its entirety, as follows:
On March 18, 2005, a Certificate of Ownership and Merger merging
Greystone into PalWeb Corporation, an Oklahoma corporation, and
changing the name of the surviving entity to Greystone Logistics, Inc.
was filed with the Oklahoma Secretary of State. Except for such name
change, the Certificate of Incorporation of the surviving entity and
the shares of Common Stock were not otherwise changed or amended.
The securities to which this Amendment No. 3 relate are shares of
common stock, par value $0.0001 per share, of Greystone Logistics, Inc.
The address of the Greystone's principal executive office is 1615 East
15th Street, Tulsa, Oklahoma 74120.
Item 2. Identity and Background.
------------------------
The information set forth in the Schedule 13D with respect to this Item 2 is
hereby amended and restated to read, in its entirety, as follows:
With respect to Mr. Kruger:
(a) Paul A. Kruger
(b) Mr. Kruger's business address is 2500 South McGee, Norman, Oklahoma
73072.
(c) Mr. Kruger's principal occupation is the management of certain
business interests in which he has equity positions, and his principal
business address is 2500 South McGee, Norman, Oklahoma 73072.
4
=================== ===========
CUSIP No. 39807A100 PAGE 5 OF 8
=================== ===========
(d) Not applicable.
(e) Not applicable.
(f) Mr. Kruger is a citizen of the United States.
With respect to Indigo:
Indigo Plastics, LLC is an Oklahoma limited liability company that is
wholly-owned by Mr. Kruger, is primarily engaged in businesses related
to plastics technology and conducts its principal business and
maintains its principal business offices at 2500 South McGee, Norman,
Oklahoma 73072.
In April 2007, a Certificate of Amendment changing the name of 1607
Commerce, a Texas limited partnership ("1607 Commerce LP"), to Commerce
Plastics, LP ("Commerce Plastics") was filed with the Texas Secretary
of State. Except for such name change, the Certificate of Formation of
1607 Commerce LP was not otherwise changed or amended.
In August 2007, Articles of Merger and an Agreement of Plan of Merger
merging (the "Merger") Commerce Plastics, LP into 1607 Commerce, LLC,
an Oklahoma limited liability company ("1607 Commerce LLC"), and
changing the name of 1607 Commerce LLC to Indigo Plastics, LLC were
filed with the Oklahoma Secretary of State. Pursuant to the Merger, the
Certificate of Formation of Commerce Plastics (formerly 1607 Commerce
LP), was cancelled.
(d) Not applicable.
(e) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The information set forth in the Schedule 13D with respect to this Item 3 is
hereby amended and supplemented as follows:
In February 2007, 1607 Commerce LP entered into a settlement agreement
with Greystone and certain other various entities ("Settlement
Agreement") to settle the claims asserted by 1607 Commerce LP against
Greystone and such other entities in a lawsuit filed by 1607 Commerce
LP in Cleveland County, Oklahoma. Pursuant to the terms of the
Settlement Agreement, Greystone agreed to issue two million
unregistered shares of Common Stock to 1607 Commerce LP as partial
settlement of the claims made by 1607 Commerce LP against Greystone.
Pursuant to the Merger, as provided by the Oklahoma General Corporation
Act, the two million shares of Common Stock originally issued to
Commerce Plastics, LP (formerly, 1607 Commerce LP) vested in Indigo as
the direct owner of the shares.
5
=================== ===========
CUSIP No. 39807A100 PAGE 6 OF 8
=================== ===========
In September, 2007, Hildalgo transferred and assigned 1,767,014 shares
of Common Stock to Indigo. Hildalgo and Indigo are both limited
liability companies wholly-owned by Mr. Kruger. The purpose of the
assignment was to provide a potential source of capital to Indigo to
fund its operations. As a result of such transaction, Hildalgo no
longer beneficially owns any shares of Common Stock.
In October, 2007, Mr. Kruger transferred and assigned 305,584 shares of
Common Stock to Onward, LLC, an Oklahoma limited liability company
("Onward"), in order to provide a potential source of capital to Onward
to fund its operations. Subsequent to such transaction, Onward sold
77,300 shares of Common Stock in open-market transactions for prices
ranging from $0.15 to $0.18 per share. Onward is a limited liability
company wholly-owned by Mr. Kruger.
Item 4. Purpose of Transaction.
-----------------------
The information set forth in the Schedule 13D with respect to this Item
2 is hereby amended and supplemented by adding the following:
See Item 3 for information regarding the acquisition of shares of
Common Stock by Indigo and Onward.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
The information set forth in the Schedule 13D with respect to this Item 5 is
hereby amended and supplemented as follows:
The aggregate percentage of shares of Common Stock reported as
beneficially owned by each Reporting Person was computed based upon
26,061,201 shares of Common Stock outstanding on August 31, 2007 as
provided by Greystone in its Quarterly Report filed on Form 10-QSB with
the SEC on October 15, 2007.
(a) The following table sets forth the aggregate number of shares
and percentage of the Common Stock beneficially owned by the
Reporting Persons:
Person or Entity Amount(1) Percent
Paul A. Kruger 4,139,298 15.88%
Indigo Plastics, LLC 3,711,014 14.24%
(1) Mr. Kruger's beneficial ownership of Common Stock consists
of the following (i) the right to acquire 200,000 shares
pursuant to stock options granted to Mr. Kruger in 2001 and
2002, while Mr. Kruger was employed with PalWeb; (ii) indirect
ownership of the 3,711,014 shares directly owned by Indigo
pursuant to Mr. Kruger's ownership and control of 100% of the
membership interests of Indigo; and (iii) indirect ownership
of the 228,284 shares directly owned by Onward pursuant to Mr.
Kruger's ownership and control of 100% of the membership
interests of Onward.
6
=================== ===========
CUSIP No. 39807A100 PAGE 7 OF 8
=================== ===========
(b) The following table sets forth the number of shares of Common
Stock of Greystone for which each Reporting Person has (1) the
sole power to vote or direct the voting, (2) shared power to
vote or direct the voting, (3) the sole power to dispose or to
direct the disposition, or (4) shared power to dispose or to
direct the disposition:
Sole Voting Shared Voting
and Power of and Power of
Person or Entity Disposition(1) Disposition(1)
Paul A. Kruger 0 3,939,298
Indigo Plastics, LLC 0 3,711,014
(1) See footnote 1 under paragraph (a) of this Item 5.
(c) See Item 3 above regarding the issuance of 2 million shares of
Common Stock to 1607 Commerce LP pursuant to the Settlement
Agreement and the subsequent vesting of such shares in Indigo
pursuant to the Merger.
On August 29, 2007, Mr. Kruger sold 10,000 shares of Common
Stock in open-market transactions for $0.30 per share.
See Item 3 above regarding the assignment of 1,767,014 shares
of Common Stock from Hildalgo to Indigo.
On September 14, 2007, Indigo sold 56,000 shares of Common
Stock in open-market transactions for $0.23 per share.
On September 26, 2007, Mr. Kruger sold 10,000 shares of Common
Stock in open-market transactions for $0.19 per share.
See Item 3 above regarding Mr. Kruger's assignment of 305,584
shares of Common Stock to Onward and Onward's subsequent
disposition of 77,300 of the shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to
---------------------------------------------------------------------
Securities of the Issuer.
-------------------------
No change.
Item 7. Materials to be Filed as Exhibits.
----------------------------------
No change.
7
=================== ===========
CUSIP No. 39807A100 PAGE 8 OF 8
=================== ===========
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: October 30, 2007
/s/ Paul A. Kruger
---------------------------------
Paul A. Kruger, an individual
INDIGO PLASTICS, LLC, an Oklahoma limited
liability company
By: /s/ Paul A. Kruger
-----------------------------
Paul A. Kruger, Manager
8