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: December 5, 2003
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
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Item 5. 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 Release No. 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, 2003 to September
30, 2003 and October 1, 2003 to October 31, 2003 are filed as Exhibit 99.1 and
Exhibit 99.2 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 7. Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Income Statement and Balance Sheet for the month ended
September 30,2003
99.2 Income Statement and Balance Sheet for the month ended
October 31, 2003
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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
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Robert I. Webber
Title: President and Chief Executive
Officer
Dated: December 5, 2003
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