As filed with the Securities and Exchange Commission on August 6, 2021
File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________________________
PFSweb, Inc.
(Exact name of registrant as specified in its charter)
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| | | | | | | | |
| Delaware | | 75-2837058 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
505 Millennium Drive, Allen, Texas | | 75013 |
| (Address of principal executive offices) | | (Zip Code) |
Amended and Restated PFSweb, Inc. 2020 Stock and Incentive Plan
(Full Title of the Plan)
THOMAS J. MADDEN
Chief Financial Officer
PFSweb, Inc.
505 Millennium Drive, Allen, Texas 75013
(Name and address of agent for service)
(972) 881-2900
(Telephone number, including area code, of agent for service)
With a copy to:
MELANIE KLINT
General Counsel
PFSweb, Inc.
505 Millennium Drive, Allen, Texas 75013
(972) 881-2900
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
| Large accelerated filer | ☐ | | Accelerated filer | x |
| Non-accelerated filer | ☐ | | Smaller Reporting Company | x |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
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CALCULATION OF REGISTRATION FEE
| | | | | | | | | | | | | | |
| Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee |
Common Stock,
par value $0.001 per share | 1,000,000 | 12.72 | 12,720,000 | 1,387.75 |
(1) Represents additional shares of common stock that may be issued pursuant to the grant or exercise of awards under the Amended and Restated PFSweb, Inc. 2020 Stock and Incentive Plan (the "Plan"), including additional shares that may become issuable in accordance with the adjustment provisions of the Plan. The additional 1,000,000 shares were approved by the Company's stockholders at its 2021 Annual Meeting of Stockholders held on July 27, 2021.
(2) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the high and low sales prices of PFSweb, Inc.'s common stock as reported on the Nasdaq Capital Market on August 5, 2021.
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, PFSweb, Inc. (the “Company”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 1,000,000 additional shares of its common stock, $0.001 par value per share, under the Amended and Restated PFSweb, Inc. 2020 Stock and Incentive Plan (the "Plan"). The additional shares, as included in the Plan, were approved by the Company’s stockholders at its 2021 Annual Meeting of Stockholders held on July 27, 2021. This Registration Statement hereby incorporates by reference the contents of the Registrant's registration statement on Form S-8 filed with the SEC on July 2, 2020 (Registration No. 333-239665).
Item 8. Exhibits
The following are filed as exhibits to this registration statement:
| | | | | | | | |
| Exhibit No. | | Description of Exhibits |
| 5 | | |
| 23.1 | | |
| 23.2 | | |
| 24 | | |
| 99.1 | | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allen, State of Texas, on August 6, 2021.
| | | | | | | | |
| PFSWEB, INC. |
| | |
| By: | /s/Thomas J. Madden |
| Thomas J. Madden, |
| Executive Vice President and Chief Financial Officer |
Each person whose signature to this Registration Statement appears below hereby appoints Thomas J. Madden as his or her attorney-in-fact to sign on his or her behalf individually and in the capacity stated below and to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as a part of or in connection with this Registration Statement or the amendments thereto, and the attorney-in-fact, or either of them, may make such changes and additions to this Registration Statement as the attorney-in-fact, or either of them, may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| /s/ Michael Willoughby | | Chief Executive Officer (Principal Executive Officer) | | August 6, 2021 |
| Michael Willoughby | | | |
| | | | |
| /s/ Thomas J. Madden | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | August 6, 2021 |
| Thomas J. Madden | | | |
| | | | |
| /s/ Stephanie DelaCruz | | Vice President Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) | | August 6, 2021 |
| Stephanie DelaCruz | | | |
| | | | |
| /s/ Monica Luechtefeld | | Chairman of the Board | | August 6, 2021 |
| Monica Luechtefeld | | | | |
| | | | |
| /s/ David I. Beatson | | Director | | August 6, 2021 |
| David I. Beatson | | | | |
| | | | |
| /s/ Benjamin Rosenzweig | | Director | | August 6, 2021 |
| Benjamin Rosenzweig | | | | |
| | | | |
| /s/ Shinichi Nagakura | | Director | | August 6, 2021 |
| Shinichi Nagakura | | | | |
| | | | |
| /s/ Robert Frankfurt | | Director | | August 6, 2021 |
| Robert Frankfurt | | | | |
| | | | |
| /s/ G. Mercedes De Luca | | Director | | August 6, 2021 |
| G. Mercedes De Luca | | | | |
