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EXHIBIT (a)(3)
LETTER OF TRANSMITTAL TO TENDER OPTIONS IN EXCHANGE FOR NEW
OPTIONS PURSUANT TO THE OFFER TO EXCHANGE DATED APRIL 30, 2001
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., CENTRAL TIME,
ON MAY 29, 2001, UNLESS PFSWEB EXTENDS THE OFFER.
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To: PFSweb, Inc.
500 North Central Expressway
Plano, TX 75074
Att: Harvey Achatz, V.P. Administration
(fax 972-881-0145)
Pursuant to the terms and subject to the conditions of the Offer to
Exchange dated April 30, 2001 and this Letter of Transmittal, I hereby tender
the following options to purchase shares of common stock, par value $.001 per
share ("Option Shares"), of PFSweb, Inc. (the "Company")
Option Option Option CHECK BOX
Cert. grant exercise grant TO TENDER
Option holder name No. date price outstanding OPTION
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CHECK THE BOX NEXT TO EACH OPTION THAT YOU WISH TO TENDER. Check each
box for each option on a separate line as shown even if more than one option was
issued on the same grant date.
You must complete and sign the following exactly as your name appears
on the option agreement or agreements evidencing the options listed above. If
the signature is by a trustee, executor, administrator, guardian,
attorney-in-fact or another person acting in a fiduciary or representative
capacity, please set forth the signer's full title and include with this Letter
of Transmittal proper evidence of the authority of such person to act in such
capacity. See Instructions 1 and 5.
Signature: Date:
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Name: EIN/SS#:
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Upon the terms and subject to the conditions set forth in the Offer to
Exchange dated April 30, 2001 (the "Offer to Exchange") and in this Letter of
Transmittal (this "Letter" and, together with the Offer to Exchange, as they may
be amended or supplemented from time to time, the "Offer"), I hereby tender to
the Company the options to purchase Option Shares specified in the table on page
1 of this Letter (the "Tendered Options") in exchange for new options for the
same number of Option Shares subject to the Tendered Options that the Company
accepts for exchange (the "New Options"). Subject to, and effective upon, the
Company's acceptance for exchange of the Tendered Options in accordance with the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), I hereby sell, assign and transfer to, or upon the order of, the
Company all right, title and interest in and to the Tendered Options.
I hereby represent and warrant that I have full power and authority to
tender the Tendered Options and that, when and to the extent the Tendered
Options are accepted for exchange by the Company, the Tendered Options will be
free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof (other than pursuant to the applicable option
agreement) and the Tendered Options will not be subject to any adverse claims.
Upon request, I will execute and deliver any additional documents deemed by the
Company to be necessary or desirable to complete the exchange of the Tendered
Options pursuant to the Offer.
The name of the registered holder of the Tendered Options appears below
exactly as it appears on the option agreement or agreements representing the
Tendered Options. In the appropriate boxes of the table on page 1 of this
Letter, I have listed for each Tendered Option the total number of Option Shares
subject to the Tendered Option, the grant date of the Tendered Option and the
exercise price.
I understand and acknowledge that:
(1) I may tender all, some or none of the eligible options I
currently hold pursuant to the Offer, and if I choose to
tender an option, I must tender, and will be deemed to have
tendered, the whole option (no partial tender of options).
(2) All Tendered Options properly tendered prior to 5:00 P.M.,
Central time, on May 29, 2001, unless the Company has extended
the period of time the Offer will remain open (the "Expiration
Date"), and not properly withdrawn will be exchanged for New
Options, upon the terms and subject to the conditions of the
Offer, including the conditions described in Sections 1 and 6
of the Offer to Exchange.
(3) Upon the Company's acceptance of the Tendered Options for
exchange, this Letter will constitute an amendment to the
option agreement or agreements to which the Tendered Options
are subject. All New Options will be subject to the terms and
conditions of the Company's 1999 Stock Option Plan (a copy of
which I have received) and the terms of a new option agreement
between the Company and me, a copy of which I will receive
after the New Options are granted.
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(4) The New Options will not be granted until on or about the
first business day that is at least six months and one day
after the date the Company accepts for exchange and cancels
the Tendered Options and will have an exercise price and
vesting schedule as described in the Offer to Exchange.
(5) I must be a U.S. employee of the Company or one of its
subsidiaries from the date I tender the Tendered Options
through the date the New Options are granted in order to
receive the New Options, and, if for any reason I do not
remain an employee, I will not receive any New Options or any
other consideration for the Tendered Options.
(6) By tendering the Tendered Options pursuant to the
procedure described in Section 3 of the Offer to Exchange and
in the instructions to this Letter, I accept the terms and
conditions of the Offer. The Company's acceptance for exchange
of the Tendered Options will constitute a binding agreement
between the Company and me upon the terms and subject to the
conditions of the Offer.
(7) Under certain circumstances set forth in the Offer to
Exchange, the Company may terminate or amend the Offer and
postpone its acceptance and cancellation of any Tendered
Options, and in any such event, the Tendered Options delivered
herewith but not accepted for exchange will be returned to me
at the address indicated below.
(8) All options that I choose not to tender for exchange or
that are not accepted for exchange shall remain outstanding
and retain their current exercise price and vesting schedule.
(9) The Company has advised me to consult with my own advisors
as to the consequences of participating or not participating
in the Offer.
(10) I have read, understand and agree to all of the terms and
conditions of the Offer.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive, my death or incapacity, and all of my
obligations hereunder shall be binding upon my heirs, personal representatives,
successors and assigns. Except as stated in the Offer, this tender is
irrevocable.
The Offer is not being made to (nor will Tendered Options be accepted
from or on behalf of) holders in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.
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INSTRUCTIONS
THESE INSTRUCTIONS FORM PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal. The Letter, properly completed
and duly executed, and any other documents required by this Letter, must be
received by the Company at its address or facsimile number set forth on the
front cover of this Letter on or before the Expiration Date. The Company will
not accept any alternative or contingent tenders. By execution of this Letter,
you waive any right to receive any notice of the acceptance of the Tendered
Options, except as provided in the Offer to Exchange.
DELIVERY OF THIS LETTER TO AN ADDRESS OTHER THAN AS SET FORTH ON PAGE 1
OF THIS LETTER OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH
ON PAGE 1 OF THIS LETTER WILL NOT CONSTITUTE A VALID DELIVERY.
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR
OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE
COMPANY RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED
AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW
SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.
2. Withdrawal of Tendered Options. Tenders of Tendered Options made
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date.
If the Offer is extended by the Company beyond that time, you may withdraw the
Tendered Options at any time until the extended expiration of the Offer. In
addition, unless the Company accepts the Tendered Options before 12:00 midnight,
Central time, on June 26, 2001, you may withdraw the Tendered Options at any
time after 12:00 midnight, Central time, on June 26, 2001. Because the Company
is not accepting partial tender of an individual option grant, you may only
withdraw a Tendered Option for all or none of the Option Shares subject to such
Tendered Option. To withdraw Tendered Options, you must deliver a written notice
of withdrawal with the required information to the Company while you still have
the right to withdraw the Tendered Options. Withdrawals may not be rescinded and
any Tendered Options withdrawn will thereafter be deemed not properly tendered
for purposes of the Offer unless such withdrawn Tendered Options are properly
re-tendered prior to the Expiration Date by following the procedures described
above.
3. Correct Information. If the information concerning your eligible
options provided in the table on page 1 of this Letter is incorrect or
incomplete, the correct or complete information should be provided on a separate
schedule attached to this Letter.
4. Tenders. If you intend to tender options pursuant the Offer, you
must check the box on the table on page 1 of this Letter next to each
description of each Tendered Option. You may
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tender some, all or none of your options for exchange. However, if you tender an
option, you must tender the full option.
5. Signatures on this Letter of Transmittal. If this Letter is signed
by the holder of the Tendered Options, the signature must correspond with the
name as written on the face of the option agreement or agreements to which the
Tendered Options are subject without alteration, enlargement or any change
whatsoever. If this Letter is signed by a trustee, executor, administrator,
guardian, attorney-in-fact or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and proper
evidence satisfactory to the Company of the authority of such person so to act
must be submitted with this Letter.
6. Requests for Assistance or Additional Copies. Any questions or
requests for assistance, as well as requests for additional copies of the Offer
to Exchange or this Letter, may be directed to Harvey Achatz, Vice
President-Administration, PFSweb, Inc., 500 North Central Expressway, Plano,
Texas 75074 (888-330-5504 x 2130) (hachatz@pfsweb.com). The Company will
promptly furnish copies at its expense.
7. Irregularities. All questions as to the number of Option Shares
subject to Tendered Options to be accepted for exchange, and the validity, form,
eligibility (including time of receipt) and acceptance for exchange of any
Tendered Options will be determined by the Company in its discretion, which
determinations shall be final and binding on all parties. The Company reserves
the right to reject any or all Tendered Options the Company determines not to be
in proper form or the acceptance of which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular Tendered Options, and the Company's interpretation of the terms of
the Offer (including these instructions) will be final and binding on all
parties. No tender of Tendered Options will be deemed to be properly made until
all defects and irregularities have been cured or waived to the Company's
satisfaction. Unless waived, any defects or irregularities in connection with
tenders must be cured within such time as the Company shall determine. Neither
the Company nor any other person is or will be obligated to give notice of any
defects or irregularities in tenders, and no person will incur any liability for
failure to give any such notice.
8. Important Tax Information. You should carefully review Sections 8
and 13 of the Offer to Exchange, which contains important tax information.