-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T3aVJaVg92lU/rbDkw6qkNtEk7DUwee2W3I3YP7C9M81yKiRRh8SYrRg+FQ9WTvp Ns0f85gVNCMHbmK/JL9L0Q== 0000950134-01-502232.txt : 20010522 0000950134-01-502232.hdr.sgml : 20010522 ACCESSION NUMBER: 0000950134-01-502232 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PFSWEB INC CENTRAL INDEX KEY: 0001095315 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752837058 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-59323 FILM NUMBER: 1644163 BUSINESS ADDRESS: STREET 1: 500 NORTH CENTRAL EXPRESSWAY CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 9728812900 MAIL ADDRESS: STREET 1: 500 NORTH CENTRAL EXPRESSWAY CITY: PLANO STATE: TX ZIP: 75074 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PFSWEB INC CENTRAL INDEX KEY: 0001095315 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752837058 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 500 NORTH CENTRAL EXPRESSWAY CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 9728812900 MAIL ADDRESS: STREET 1: 500 NORTH CENTRAL EXPRESSWAY CITY: PLANO STATE: TX ZIP: 75074 SC TO-I/A 1 d87598a1scto-ia.txt AMENDMENT NO.1 TO FORM SC TO-I 1 As filed with the Securities and Exchange Commission on May 21, 2001 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) -------------------- PFSWEB, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) -------------------- Options to Purchase Common Stock, $.001 Par Value Per Share, Having an Exercise Price of $4.00 Per Share or Greater (Title of Class of Securities) ---------------- 717098107 (CUSIP Number of Class of Securities) (Underlying Common Stock) ---------------- Mark C. Layton Chairman and Chief Executive Officer PFSweb, Inc. 500 North Central Expressway Plano, Texas 75074 (972) 881-2900 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: Morris Bienenfeld, Esq. Wolff & Samson, P.A. 5 Becker Farm Road Roseland, New Jersey 07068 (973) 533-6532 CALCULATION OF FILING FEE ================================================================================
Transaction valuation* Amount of filing fee ** ---------------------- ----------------------- $2,223,214 $445
2 ================================================================================ * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 3,756,126 shares of common stock of PFSweb, Inc. having an aggregate value of $2,223,214 as of April 27, 2001 will be exchanged and/or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. ** Previously paid ================================================================================ [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable. Form or Registration No.: Not applicable. Filing party: Not applicable. Date filed: Not applicable. [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] 2 3 PFSweb, Inc. hereby amends the Schedule TO-I filed on April 30, 2001 (SEC File No. 5-59323) by adding certain summary financial information and by revising the safe harbor for forward looking statements, in each case, as set forth in the Supplemental Letter to Eligible Option Holders filed herewith as Exhibit (a)(9) and incorporated herein. ITEM 12. EXHIBITS. (*)(a) (1) Form of cover letter to Eligible Option Holders. (*)(a) (2) Offer to Exchange, dated April 30, 2001. (*)(a) (3) Form of Letter of Transmittal to Eligible Option Holders. (a) (4) PFSweb, Inc. Annual Report on Form 10-K for its fiscal year ended March 31, 2000, filed with the Securities and Exchange Commission on June 29, 2000 and incorporated herein by reference. (a) (5) PFSweb, Inc. Quarterly Report on Form 10-Q for its fiscal quarter and nine months ended December 31, 2000, filed with the Securities and Exchange Commission on February 14, 2001 and incorporated herein by reference. (a) (6) PFSweb, Inc. 1999 Employee Stock Option Plan is incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File No. 333-87675). (a) (7) PFSweb, Inc. Current Report on Form 8-K relating to its receipt of a delisting notice from The Nasdaq National Market on April 10, 2001, filed with the Securities and Exchange Commission on April 13, 2001 and incorporated herein by reference. (a)(8) PFSweb, Inc. Current Report on Form 8-K relating to its receipt of a notice dated April 30, 2001 rescinding the delisting notice from The Nasdaq National Market, filed with the Securities and Exchange Commission on April 30, 2001 and incorporated herein by reference. (a) (9) Form of Supplemental Letter to Eligible Option Holders (b) Not applicable. (d) Not applicable. (g) Not applicable. (h) Not applicable. ---------- (*) Previously filed 3 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct. PFSWEB, INC. By: /s/ THOMAS J. MADDEN ---------------------------------- Name: Thomas J. Madden Title: Executive Vice President and Chief Financial and Accounting Officer Date: May 21, 2001 4 5 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- (a) (1)(*) Form of cover letter to Eligible Option Holders. (a) (2)(*) Offer to Exchange, dated April 30, 2001. (a) (3)(*) Form of Letter of Transmittal to Eligible Option Holders. (a) (4) PFSweb, Inc. Annual Report on Form 10-K for its fiscal year ended March 31, 2000, filed with the Securities and Exchange Commission on June 29, 2000 and incorporated herein by reference. (a) (5) PFSweb, Inc. Quarterly Report on Form 10-Q for its fiscal quarter and nine months ended December 31, 2000, filed with the Securities and Exchange Commission on February 14, 2001 and incorporated herein by reference. (a) (6) PFSweb, Inc. 1999 Employee Stock Option Plan is incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File No. 333-87675). (a) (7) PFSweb, Inc. Current Report on Form 8-K relating to its receipt of a delisting notice from The Nasdaq National Market on April 10, 2001, filed with the Securities and Exchange Commission on April 13, 2001 and incorporated herein by reference. (a)(8) PFSweb, Inc. Current Report on Form 8-K relating to its receipt of a notice dated April 30, 2001 rescinding the delisting notice from The Nasdaq National Market, filed with the Securities and Exchange Commission on April 30, 2001 and incorporated herein by reference. (a)(9) Form of Supplemental Letter to Eligible Option Holders
- ---------- (*) Previously filed. 5 EX-99.(A)(9) 2 d87598a1ex99-a9.txt SUPPLEMENTAL LETTER TO ELIGIBLE OPTION HOLDERS 1 EXHIBIT (a)(9) To: PFSweb employees who are eligible option holders From : Mark C. Layton / Chairman, CEO and Sr. Partner of PFSweb, Inc. Date: May 21, 2001 Dear Team: To assist you in determining whether you wish to participate in the Offer to Exchange dated April 30, 2001, we are attaching certain summary financial information concerning PFSweb, Inc. You should consider the information contained in the Offer to Exchange, as well as the summary financial information attached to this letter which supplements Section 16 (Additional Information) of the Offer to Exchange, in deciding to participate in, or to withdraw your participation in, our option exchange program. You should also consider our other publicly available disclosure documents filed with the SEC and incorporated in the Offer to Exchange in making your decision. Please note that Section 17 (Miscellaneous) of the Offer to Exchange is modified to state that the safe harbor for forward looking statements under the Private Securities Litigation Reform Act of 1995 does not apply to statements made in connection with the Offer to Exchange. Please remember that the deadline for electing to participate in, and for withdrawing your previous election to participate in, the Offer to Exchange is 5:00 p.m. Central time on May 29, 2001 (unless extended by us in accordance with the Offer to Exchange). If you have any questions, please call Harvey Achatz in Plano at 888-330-5504 x 2130. 2 Summary Financial Information The following table presents summary financial data for PFSweb. The data presented in this table has been derived from the Company's Form 10-K for the year ended March 31, 2000 and the Company's Form 10-Q for the nine months ended December 31, 2000.
As of As of March 31, 2000 December 31, 2000 -------------- ----------------- (in thousands, except per share data) Balance Sheet Data: Current assets $ 38,322 $ 36,394 Noncurrent assets 22,083 21,299 Current liabilities 10,348 15,111 Noncurrent liabilities 2,407 3,572 Shareholders' equity 47,650 39,010 Book value per share $ 2.67 $ 2.18
Fiscal Years Ended Unaudited Nine Months March 31, Ended December 31, ------------------- ---------------------- 1999 2000 1999 2000 -------- ------- --------- --------- (in thousands, except per share data) Statement of Operations Data: Revenues: Product revenue......................... $ 93,702 $55,778 $55,778 $ -- Service fee revenue..................... 7,547 30,829 17,872 38,817 -------- ------- ------- ------- Total revenues..................... 101,249 86,607 73,650 38,817 -------- ------- ------- ------- Gross profit............................... 7,591 10,493 6,341 11,436 Income (loss) from operations.............. 880 (7,271) (6,123) (9,408) Net income (loss).......................... $ 292 $(5,939) $(5,550) $(8,564) ======== ======= ======= ======= Per Share Data: Net income (loss) per share: Basic and diluted....................... $ 0.02 $ (0.38) $ (0.38) $ (0.48) ======== ======= ======= ======= Weighted average number of shares outstanding: Basic and diluted....................... 14,305 15,479 14,687 17,870
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