SECURITIES AND EXCHANGE COMMISSION
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: November 8, 2004
AVALON DIGITAL MARKETING SYSTEMS, INC.
(Exact name of registrant as specified in its Charter)
Delaware 000-28403 77-0511097
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5255 N. Edgewood Drive, Suite 250, Provo, Utah 84604
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (801) 225-7073
1
Other Events and Financial Statements & Exhibits
Item 8.01 Other Events.
On September 5, 2003, Avalon Digital Marketing Systems, Inc., a
Delaware corporation ("Avalon" or the "Company") filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code (the
"Code"). The filing was made in the United States Bankruptcy Court in Salt Lake
City, Utah (the "Bankruptcy Court"). The case has been assigned to Judge Glen E.
Clark and the case is being administered under Case Number 03-35180.
Pursuant to Bankruptcy Rule 2015 and the United States Trustee's
Operating Guidelines and Reporting Requirements for Chapter 11 cases, the
Company is obligated to file monthly operating reports (the "Operating Reports")
with the Bankruptcy Court. In accordance with the Commission's general guidance
as set forth in SEC Releaseo N. 34-9660, the Company is filing portions of
Operating Reports under cover of Form 8-K in lieu of the reports the Company
otherwise would be required to file under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") including quarterly and annual reports on Forms
10-Q and 10-K, respectively.
The Company's unconsolidated, unaudited balance sheets and income
statements from its Operating Reports for the periods from September 1, 2004 to
September 30, 2004 are filed as Exhibit 99.1 hereto and incorporated by
reference herein.
The Company cautions readers not to place undue reliance upon the
information contained in the Operating Reports since they contain unaudited
information, and are in a format prescribed by applicable bankruptcy laws. There
can be no assurance that the Operating Reports are complete. The Operating
Reports also contain information for periods that may be shorter or otherwise
are different from reports the Company otherwise would file pursuant to the
Exchange Act. Moreover, the Operating Reports and other communications from the
Company may include forward-looking statements subject to various assumptions
regarding the Company's operating performance that may not be realized and are
subject to significant business, economic and competitive uncertainties and
contingencies many of which are beyond the Company's control. Consequently such
matters should not be regarded as a representation or warranty by the Company
that such matters will be realized or are indicative of the Company's financial
condition or operating results for future periods. Actual results for such
periods may differ materially from the information contained in the Operating
Reports and the Company undertakes no obligation to update or revise the
Operating Reports.
Item 9.01 Exhibits.
(c) Exhibits.
Exhibit No. Description
---------- -----------
99.1 Income Statement and Balance Sheet for the month ended
September 30, 2004
2
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.
AVALON DIGITAL MARKETING SYSTEMS, INC.
By: /s/Robert I. Webber
------------------------------------
Robert I. Webber
Title: President and Chief Executive
Officer
Dated: November 8, 2004
----------------
3