FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to ------- ------- Commission File Number 000-28275 PFSWEB, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 75-2837058 - ------------------------ -------------------------- (State of Incorporation) (I.R.S. Employer I.D. No.) 500 NORTH CENTRAL EXPRESSWAY, PLANO, TEXAS 75074 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 881-2900 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- At November 3, 2001 there were 18,057,109 shares of registrant's common stock outstanding. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: EXHIBIT NO. DESCRIPTION OF EXHIBITS -------- ----------------------- 3.1* Amended and Restated Certificate of Incorporation 3.2* Amended and Restated Bylaws 10.1** Inventory and Working Capital Financing Agreement by and among Business Supplies Distributors Holdings, LLC, BSD Acquisition Corp., Priority Fulfillment Services, Inc., PFSweb, Inc., Inventory Financing Partners, LLC and IBM Credit Corporation 10.2** Collateralized Guaranty by and between Priority Fulfillment Services, Inc. and IBM Credit Corporation 10.3** Guaranty to IBM Credit Corporation by PFSweb., Inc. 10.4** Notes Payable Subordination Agreement by and between Priority Fulfillment Services, Inc., BSD Acquisition Corp., and IBM Credit Corporation 10.5** Stock Purchase Agreement by and among Daisytek, Incorporated, BSD Acquisition Corp., Priority Fulfillment Services, Inc., PFSweb, Inc. and Priority Fulfillment Services Europe B.V. 10.6** Operating Agreement of Business Supplies Distributors Holdings, LLC 10.7** IBM Global Financing Platinum Plan Agreement (with Invoice Discounting) by and among Supplies Distributors S.A., Business Supplies Distributors Europe B.V., PFSweb B.V., and IBM Belgium Financial Services S.A. 10.8** Collateralized Guaranty between Priority Fulfillment Services, Inc. and IBM Belgium Financial Services S.A. 10.9** Guaranty to IBM Belgium Financial Services S.A. by PFSweb, Inc. 10.10** Subordinated Demand Note by and among BSD Acquisition Corp. and Priority Fulfillment Service, Inc. - -------------------- * Incorporated by reference from PFSweb, Inc. Registration Statement on Form S-1 (Commission File No. 333-87657). ** Filed herewith b) Reports on Form 8-K: Form 8-K filed on July 13, 2001 reporting Item 8, Change in Fiscal Year, that on June 28, 2001 PFSweb, Inc. (the "Company") changed its fiscal year from March 31 to December 31. SIGNATURES 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 thereunto duly authorized. Date: November 16, 2001 PFSweb, Inc. By: /s/ Thomas J. Madden ------------------------------- Thomas J. Madden Chief Financial Officer, Chief Accounting Officer, Executive Vice President \ INDEX TO EXHIBITS <Table> <Caption> EXHIBIT NO. DESCRIPTION ------- ----------- 3.1* Amended and Restated Certificate of Incorporation 3.2* Amended and Restated Bylaws 10.1** Inventory and Working Capital Financing Agreement by and among Business Supplies Distributors Holdings, LLC, BSD Acquisition Corp., Priority Fulfillment Services, Inc., PFSweb, Inc., Inventory Financing Partners, LLC and IBM Credit Corporation 10.2** Collateralized Guaranty by and between Priority Fulfillment Services, Inc. and IBM Credit Corporation 10.3** Guaranty to IBM Credit Corporation by PFSweb., Inc. 10.4** Notes Payable Subordination Agreement by and between Priority Fulfillment Services, Inc., BSD Acquisition Corp. and IBM Credit Corporation 10.5** Stock Purchase Agreement by and among Daisytek, Incorporated, BSD Acquisition Corp., Priority Fulfillment Services, Inc., PFSweb, Inc. and Priority Fulfillment Services Europe B.V. 10.6** Operating Agreement of Business Supplies Distributors Holdings, LLC 10.7** IBM Global Financing Platinum Plan Agreement (with Invoice Discounting) by and among Supplies Distributors, S.A., Business Supplies Distributors Europe B.V., PFSweb B.V., and IBM Belgium Financial Services S.A. 10.8** Collateralized Guaranty between Priority Fulfillment Services, Inc. and IBM Belgium Financial Services S.A. 10.9** Guaranty to IBM Belgium Financial Services S.A. by PFSweb, Inc. 10.10** Subordinated Demand Note by and among BSD Acquisition Corp. and Priority Fulfillment Service, Inc. </Table> - ---------------------- * Incorporated by reference from PFSweb, Inc. Registration Statement on Form S-1 (Commission File No. 333-87657). ** Filed herewith