-----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, AuA2yDS38PycApaDARsXR0is318WLjxeQ2WZ5jrR9Rh4Vpdfd7rXEufsclG5fqLz +Mjrdcy+5NgTd/qAbcdFXQ== 0000950134-01-003270.txt : 20010410 0000950134-01-003270.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950134-01-003270 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010403 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAISYTEK INTERNATIONAL CORPORATION /DE/ CENTRAL INDEX KEY: 0000887403 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 752421746 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25400 FILM NUMBER: 1597027 BUSINESS ADDRESS: STREET 1: 500 N CENTRAL EXPRWY CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 9728814700 MAIL ADDRESS: STREET 1: 500 N CENTRAL EXPWY CITY: PLANO STATE: TX ZIP: 75074 8-K 1 d85859e8-k.txt FORM 8-K 1 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): April 3, 2001 Daisytek International Corporation (Exact Name of Registrant as Specified in Charter) Delaware 0-25400 75-2421746 --------------- ------------ ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1025 Central Expressway South, Suite 200 Allen, Texas 75013 (Address of Principal Executive Offices, including zip code) (972) 881-4700 (Registrant's Telephone Number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS On April 3, 2001, Daisytek International Corporation ("Daisytek") issued a press release filed herewith as Exhibit 99.1, related to the acquisition of a distribution center in Memphis, Tennessee from PFSweb, Inc. ("PFSweb"). Also on April 3, 2001, Daisytek, together with PFSweb, issued a joint press release filed herewith as Exhibit 99.2, related to plans for the separation of the business operations and functions of the two companies. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired Not applicable (b) Pro forma financial information Not applicable (c) Exhibits 99.1 Press Release dated April 3, 2001. 99.2 Press Release dated April 3, 2001. 3 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. DAISYTEK INTERNATIONAL CORPORATION By: /s/ RALPH MITCHELL ---------------------------------- Ralph Mitchell Chief Financial Officer, Executive Vice President - Finance Dated: April 6, 2001 4 Index to Exhibits
EXHIBIT NUMBER DESCRIPTION ------ ----------- 99.1 Press Release dated April 3, 2001. 99.2 Press Release dated April 3, 2001.
EX-99.1 2 d85859ex99-1.txt PRESS RELEASE DATED APRIL 3, 2001 1 EXHIBIT 99.1 TUESDAY APRIL 3, 7:15 AM EASTERN TIME PRESS RELEASE DAISYTEK TO ACQUIRE MEMPHIS `SUPERHUB' FROM PFSWEB DEAL SUPPORTS WHOLESALER'S U.S. BUSINESS STRATEGIES CEO REITERATES 10% - 15% REVENUE GROWTH TARGETS FOR COMING YEAR ALLEN, Texas--(BUSINESS WIRE)--April 3, 2001--Daisytek International Corporation (Nasdaq:DZTK - news) has signed a nonbinding letter of intent with PFSweb, Inc. (Nasdaq:PFSW - news) to acquire the distribution center used to provide distribution and fulfillment services to Daisytek, located in Memphis, Tenn. This transaction accelerates plans to separate business operations and functions of the two companies. Under terms of the agreement, Daisytek will acquire certain distribution and fulfillment assets, hire related PFSweb employees and assume certain leases. Additionally, Daisytek is transitioning information technology services to its own platform and will enter into a short-term IT and transition services fee agreement with PFSweb. The companies will agree to terminate existing transaction management services agreements, thus enabling Daisytek to regain complete control of its core U.S. supplies business. Terms of the deal have yet to be finalized, but the transaction is expected to be in excess of $10 million. The transaction is expected to close in May, and is subject to a definitive agreement; the completion of due diligence; receipt from the IRS of a supplemental private letter ruling that the contemplated asset purchase transaction does not adversely affect any of the rulings set forth in the private letter ruling received last June relating to the spin-off of PFSweb and approval from the board of directors of each company. Company officials said the transaction is projected to be accretive in earnings per share in future quarters and is projected to improve Daisytek's return on invested capital. Last July, Daisytek spun-off its PFSweb subsidiary as a separately operated, publicly traded company, but remained a PFSweb customer. In connection with the previous IPO and spin-off, PFSweb acquired the original distribution complex in Memphis developed and operated by Daisytek. In this transaction, Daisytek will acquire the approximately 400,000-square-foot "Superhub" operation, which includes the necessary infrastructure to manage customer service and fulfillment operations for its U.S. computer and office supplies business. 2 Recently, Daisytek, a $1.2 billion wholesale distributor of computer and office supplies, announced a new distribution strategy designed around several regional hubs, the first of which will be the Memphis Superhub. The decision to move to a regional distribution network is a result of Daisytek's strategy to offer a full range of office supplies to its nationwide customer base. Rollout of the national program to integrate delivery of computer consumables and office supplies has begun and is expected to be a key driver of Daisytek's revenue growth projections of between 10 percent and 15 percent in the 2002 fiscal year. "The planned expansion of our product lines and customer base has driven the need to add distribution capacity. The first step in that process is acquiring part of the PFSweb facility that was designed to serve Daisytek," said Jim Powell, Daisytek's president and CEO. "By controlling our own distribution operations, something Daisytek has excelled at for many years, we intend to remain the low-cost distributor and continue to provide our customers with the outstanding, next-business-day delivery service they expect. This agreement supports the company's long-term growth prospects by balancing fill rates, order cycle times and costs." Daisytek expanded its product line to include a line of traditional office supplies when it acquired an office products wholesaler last year. This acquisition added thousands of new customers and increased the company's product offering to more than 20,000 items, which now includes computer supplies, office supplies and recordable media. "Daisytek is on track to achieve the targets we set for FY 2001, and we are optimistic that the company will reach higher operating performance levels in FY 2002. Despite economic uncertainty, Daisytek continues to meet expectations and for the fiscal year ended March 31, 2001, the company expects revenues to be 10 percent to 11 percent greater than last fiscal year and earnings per share to be in the range of $0.97 to $1.02. Overall revenue growth for FY 2002 is forecasted at between 10 percent and 15 percent over this year," Powell said. Daisytek will hold a conference call today at 10 a.m. Central Time. To participate, dial 801/303-7410. A Webcast of the call will also be available at www.daisytek.com. A recorded playback can be heard for 14 days at 402/220-1490. The playback code is 1170. About Daisytek Daisytek is a leading distributor of computer supplies, office products, and recordable media. Serving customers in more than 50 countries, Daisytek distributes almost 20,000 products from more than 150 manufacturers. Daisytek is headquartered in Allen, Texas, and maintains sales and distribution centers in the United States, Argentina, Australia, Canada and Mexico. Daisytek is a registered trademark of Daisytek, Incorporated. All rights reserved. This news release and more information about Daisytek are available at www.daisytek.com. The matters discussed in this news release contain both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. You can identify these statements by the fact that they do not relate strictly to historical or current facts, but rather reflect our current expectations concerning future results and events. Forward-looking statements relating to such matters as our financial condition and operations, including forecasted information, are based on our management's current intent, belief or expectations regarding our industry or us. These forward-looking statements including forecasts are not 3 guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. In addition, some forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expected or forecasted in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. Certain factors, including but not limited to, general economic conditions, industry trends, the loss of key suppliers or customers, the loss of strategic product shipping relationships, customer demand, product availability, competition (including pricing and availability), risks inherent in acquiring, integrating and operating new businesses, concentrations of credit risk, distribution efficiencies, capacity constraints, technological difficulties, exchange rate fluctuations, and the regulatory and trade environment (both domestic and foreign) could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. Additional factors that could cause or contribute to such differences include, but are not limited to, risks relating to the completion of the contemplated transaction, including the risk that required regulatory clearances or Board of Director approval might not be obtained at all. In addition, statements in this press release relating to the expected benefits of the contemplated transaction are subject to risks relating to the timing and successful completion of transitioning certain information technology, integration of the acquired assets into Daisytek's operations, unanticipated expenditures and changing relationships with customers, suppliers and strategic partners. There may be additional risks that we do not currently view as material or that are not presently known. A description of certain of these factors, as well as other factors which could affect Daisytek, is set forth in Daisytek's 10-K for the fiscal year ended March 31, 2000. - ---------- Contact: Daisytek International Jim Powell, 972/881-4700 or Michael A. Burns & Associates Craig McDaniel, APR, 214/521-8596 Mobile: 214/616-7186 cmcdaniel@mbapr.com EX-99.2 3 d85859ex99-2.txt PRESS RELEASE DATED APRIL 3, 2001 1 EXHIBIT 99.2 TUESDAY APRIL 3, 7:05 AM EASTERN TIME PRESS RELEASE DAISYTEK AND PFSWEB ANNOUNCE ADDITIONAL SEPARATION PLANS LETTER OF INTENT SIGNED FOR PURCHASE OF SELECTED ASSETS TO SUPPORT NEW DZTK OFFICE PRODUCTS STRATEGY ALLEN & PLANO, Texas--(BUSINESS WIRE)--April 3, 2001-- Daisytek International Corporation (Nasdaq:DZTK - news) and PFSweb, Inc. (Nasdaq:PFSW - news) today announced the signing of a nonbinding letter of intent that accelerates the process of separating the business operations and functions of the two companies. Under terms of the letter, Daisytek will acquire certain distribution and fulfillment assets located in Memphis, Tenn., currently used by PFSweb to provide outsourcing services to Daisytek, and it will also assume certain related leases. Daisytek plans to hire PFSweb employees who currently support the services provided to Daisytek. Additionally, Daisytek and PFSweb will enter into a short-term information technology and transition services fee agreement that will facilitate the separation of Daisytek's and PFSweb's information technology operations and functions. The companies also will terminate all transaction management services agreements between Daisytek and its subsidiaries and PFSweb and its subsidiaries, other than the agreements whereby Daisytek and PFSweb jointly provide distribution and fulfillment services for IBM in Europe and North America. Terms of the deal have yet to be finalized, but the transaction is expected to be in excess of $10 million and is conditioned on the negotiation of a definitive agreement, the completion of due diligence, receipt from the IRS of a supplemental private letter ruling that the contemplated asset purchase transaction does not adversely affect any of the rulings set forth in the private letter ruling received last June relating to the spin-off of PFSweb and approval from the board of directors of each company. The closing is expected to occur on May 2, 2001, or as soon thereafter as the conditions to closing are satisfied. Additional terms of the transaction were not disclosed. 2 About Daisytek: Daisytek is a leading distributor of computer supplies, office products, and recordable media. Serving customers in more than 50 countries, Daisytek distributes more than 20,000 products from more than 150 manufacturers. Daisytek is headquartered in Allen, Texas, and maintains sales and distribution centers in the United States, Australia, Canada, Argentina and Mexico. Daisytek is a registered trademark of Daisytek, Incorporated. All rights reserved. This news release and more information about Daisytek are available at www.daisytek.com. The Web site is not part of this release. The matters discussed in this news release contain both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. You can identify these statements by the fact that they do not relate strictly to historical or current facts, but rather reflect our current expectations concerning future results and events. Forward-looking statements relating to such matters as our financial condition and operations, including forecasted information, are based on our management's current intent, belief or expectations regarding our industry or us. These forward-looking statements including forecasts are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. In addition, some forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expected or forecasted in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. Certain factors, including but not limited to, general economic conditions, industry trends, the loss of key suppliers or customers, the loss of strategic product shipping relationships, customer demand, product availability, competition (including pricing and availability), risks inherent in acquiring, integrating and operating new businesses, concentrations of credit risk, distribution efficiencies, capacity constraints, technological difficulties, exchange rate fluctuations, and the regulatory and trade environment (both domestic and foreign) could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward looking statements. Additional factors that could cause or contribute to such differences include, but are not limited to, risks relating to the completion of the contemplated transaction, including the risk that required regulatory clearances or Board of Director approval might not be obtained at all. In addition, statements in this press release relating to the expected benefits of the contemplated transaction are subject to risks relating to the timing and successful completion of transitioning certain information technology, integration of the acquired assets into Daisytek's operations, unanticipated expenditures and changing relationships with customers, suppliers and strategic partners. There may be additional risks that we do not currently view as material or that are not presently known. A description of certain of these factors, as well as other factors which could affect Daisytek, is set forth in Daisytek's 10-K for the fiscal year ended March 31, 2000. About PFSweb, Inc. When the world's brand names need proven, fast, and secure business infrastructure and technology to enable traditional and e-commerce strategies, they choose PFSweb for comprehensive outsourcing solutions. The PFSweb team of experts designs diverse solutions for clients around a flexible core business infrastructure. PFSweb provides solutions that include: professional consulting services, order management, web-enabled customer contact centers, customer lifecycle management, international distribution services, billing and collection services, and ERP information interfacing utilizing the Entente Suite(SM). 3 The matters discussed in this news release (except for historical information) and, in particular, information regarding future revenue, earnings and business plans and goals, consist of forward-looking information under the Private Securities Litigation Reform Act of 1995 and are subject to and involve risks and uncertainties, which could cause actual results to differ materially from the forward-looking information. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties include, but are not limited to, our reliance on the projections of and fees generated by the transaction volume or product sales of our clients; the impact of strategic alliances; trends in the market for our services; trends in e-commerce; whether we can continue and manage growth; changes in the trend toward outsourcing; increased competition; effects of changes in profit margins; the unknown effects of possible system failures and rapid changes in technology; trends in government regulation; risks of operating overseas and foreign currency risks; and our relationship with and separation from Daisytek, our former parent corporation. Additional risks and uncertainties include, but are not limited to, risks relating to the completion of the contemplated transaction, including risks that required regulatory clearances or board of director approval might not be obtained at all. A description of these factors, as well as other factors, which could affect the Company's business, is set forth in the Company's Prospectus dated December 2, 1999 and Form 10-K for the fiscal year ended March 31, 2000, and Form 10-Q for the quarter ended December 31, 2000. This news release and more information about PFSweb are available at www.pfsweb.com. PFSweb is a registered trademark. Entente Suite is a service mark of PFSweb. All rights reserved. - ---------- Contact: PFSweb Preston F. Kirk, APR, 830/693-4447 kirk@281.com or Daisytek Craig McDaniel, APR, 214/521-8596 cmcdaniel@mbapr.com -----END PRIVACY-ENHANCED MESSAGE-----