8-K 1 0001.txt CURRENT REPORT 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 (Date of earliest event reported): June 8, 2000 ------------------------------ PFSWEB, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-28275 75-2837058 -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 500 North Central Expressway Plano, Texas 75074 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 881-0733 ----------------------------- Page 1 This document consists of 4 pages. The exhibit index is contained on page 4 of this document. Not applicable -------------------------------------------------------------------------------- Item 5. Other Events. ------------ On June 8, 2000, the Board of Directors of Daisytek International Corporation announced the declaration of a distribution to its stockholders of record as of June 19, 2000 of all of its 14,305,000 shares of Common Stock of PFSWeb, Inc. (the "Company"), which distribution will be payable at the close of business on July 6, 2000. For a further description, see the Press Release attached hereto as Exhibit 99. On June 8, 2000, the Board of Directors of the Company declared a dividend of one Preferred Share Purchase Right on each outstanding share of Common Stock to shareholders of record as of the close of business on July 6, 2000. For a fruther description of the Rights, see the Press Release attached hereto as Exhibit 99 and the Summary of Rights to Purchase Series A Preferred Stock attached as Exhibit C to the Rights Agreement attached hereto as Exhibit 4. Item 7. Exhibits. -------- (c) Exhibits. 4 Rights Agreement, dated as of June 8, 2000, between the Company and ChaseMellon Shareholder Services, LLC, which includes the Certificate of Designations in respect of the Series A Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C. Pursuant to the Rights Agreement, Right Certificates will not be mailed until after the Separation Date (as defined therein). 99 Press Release, dated June 8, 2000, announcing the adoption of the Rights Agreement and the dividend distribution of the Rights. Page 2 SIGNATURE 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. PFSWEB, INC. By /s/ Thomas J.Madden -------------------------------------- Name: Thomas J. Madden Title: Vice President - Finance, Chief Financial and Accounting Officer By /s/ Harvey Achatz -------------------------------------- Name: Harvey Achatz Title: Secretary Dated: June 14, 2000 Page 3 EXHIBIT INDEX Sequentially Exhibit Numbered Number Exhibit Page ------- ------- ------------ 4 Rights Agreement, dated as of June 8, 2000, between the Company and ChaseMellon Shareholder Services, LLC, which includes the Certificate of Designation in respect of the Series A Preferred Stock as Exhibit A, the form of Right Certificates as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C. Pursuant to the Rights Agreement, Right Certificates will not be mailed until after the Separation Date (as defined therein). 99 Press Release, dated June 8, 2000, announcing the adoption of the Rights Agreement and the dividend distribution of the Rights. Page 4