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As filed with the Securities and Exchange Commission on June 4, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 2)
(Final Amendment)
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PFSWEB, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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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)
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717098107
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
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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
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CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee **
$2,223,214 $445
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* 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
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[ ] 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. [ ]
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This Amendment No. 2 and Final Amendment to the Tender Offer Statement amends
and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO")
filed with the Securities and Exchange Commission on April 30, 2001 and as
amended on May 21, 2001, relating to our offer to exchange certain options to
purchase shares of our common stock, par value $.001 per share, held by certain
employees for new options to purchase shares of our common stock at a per share
exercise price equal to the fair market value of one share of our common stock
on the date of issuance upon the terms and subject to the conditions in the
Offer to Exchange dated April 30, 2001 and related Letter of Transmittal (as
amended and supplemented, the "Offer to Exchange").
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
The Offer expired on May 29, 2001 and the Company has accepted for exchange
pursuant to the Offer, Options to purchase an aggregate of 3,753,044 shares of
Common Stock. Subject to the terms and conditions of the Offer to Exchange, the
Company will grant new options to purchase shares of Common Stock in exchange
for the Options accepted for exchange.
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.
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(*) (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
(a)(10) Form of Notification to Tendering Option Holders
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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(*) Previously filed
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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
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Name: Thomas J. Madden
Title: Executive Vice President and
Chief Financial and
Accounting Officer
Date: June 4, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(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
(a) (10) Form of Notification to Tendering Option Holders
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(*) Previously filed.
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